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

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate or similar power and authority to enter into this Agreement andand the OpCo Spin-Off Agreements, subject (in the case of the issuance of shares of as may be applicable, and each other document to be entered into by Parent Stock in connection with the Merger) 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 Transactionstransactions 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 have 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 Board of Directors and Merger Sub, and, except for (i) the Parent Shareholder Approval and the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of either Parent or any Parent Subsidiary 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 TransactionsMerger and the transactions contemplated hereby and thereby. On or prior to the date hereof, the The Parent Board of Directors has (i) unanimously (x) resolved determined that this Agreement and the Transactions, including the Merger, Merger are fair to and 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 Parent, (y) approved the Share Issuance and declared advisable this Agreement and to submit the Transactions, including the Merger, on the terms and subject Share Issuance to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 Agreementfor approval. This Agreement has been been, and the Parent Transaction Documents shall be, duly and validly executed and delivered by each of Parent and Merger Sub andSub, and assuming this Agreement constitutes and Parent Transaction Documents constitute the legal, valid and binding agreement of the Companycounterparty thereto, constitutes this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of Parent and or Merger Sub, as the case may be, enforceable against Parent and Merger Sub each of them, in accordance with its their terms, except that (i) as 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 discretion of the court before which any proceeding therefor may be broughtRemedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (assuming the representations and warranties set forth in Section 4.25 are true and correct and the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder ApprovalCompany Stockholder Approval is obtained, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors and, assuming the representations and warranties set forth in Section 4.25 are true and correct, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent the Company or any Parent Company Subsidiary are necessary to authorize the consummation of the Transactions. On or prior Transactions other than, with respect to the date hereofMerger, obtaining the Company Stockholder Approval. Prior to the execution of this Agreement, the Parent Company Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent the Company and the shareholders stockholders of Parentthe Company, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of the DGCL and (z) has adopted a resolution to recommend that make the shareholders of Parent vote 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 Company Board Recommendation”), Recommendation and to include the Parent Company Board Recommendation in the Joint Proxy Statement/Prospectus. Parent, as sole stockholder of Merger Sub, has duly executed and delivered in each case subject to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this AgreementSection 5.3. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, perform its obligations hereunder and to consummate the Transactions, including the Merger. The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, except for (i) the filing of the Certificate Articles of Merger with the DSOS, and (ii) in the case Registrar or Deputy Registrar of Corporations of the issuance of shares of Parent Stock in connection with the Merger, the receipt Republic of the Parent Shareholder ApprovalXxxxxxxx Islands, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior Prior to the date hereofexecution of this Agreement, the Parent Board of Directors has unanimously (x) resolved that adopted resolutions approving this Agreement and the Transactions, including the Merger, are fair to and in authorizing the best interests execution, delivery and performance of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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/ProspectusAgreement. Parent, as sole stockholder shareholder 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 and the board of directors of Merger Sub has unanimously approved this Agreement and the Transactions, including the Merger, and authorized the execution, delivery and performance of this Agreement. 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 CompanyPartnership, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder ApprovalStockholder Approvals, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalStockholder Approvals, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. On or prior to As of the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that Parent’s stockholders (A) approve an amendment to Parent’s Articles of Incorporation to increase the shareholders total number of shares of authorized Parent vote in favor Common Stock as set forth on Section 4.3(a) of the approval of Parent Disclosure Schedule (the “Charter Amendment”) and (B) approve the issuance of shares of Parent Common Stock in connection with the Merger, in each case, subject to Section 5.4 Merger (the “Stock Issuance”) (collectively, the “Parent Board Recommendation”), and has directed that the Charter Amendment and Stock Issuance be submitted to include the holders of 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 AgreementCommon Stock for approval. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Sub, and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and, subject (in the case of the issuance of shares of and each other document to be entered into by Parent Stock or Merger Sub in connection with the Merger) to receipt of transactions contemplated hereby (together with this Agreement, the “Parent Shareholder ApprovalTransaction Documents”), and to consummate the Transactions, including the Mergertransactions contemplated hereby. 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 Merger have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate action on the part of either Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings proceeding on the part of Parent or any Parent Subsidiary vote of Parent’s securityholders are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. On or prior to the date hereof, the The Parent Board of Directors has unanimously (x) resolved that approved this Agreement and the Transactions, including the Merger, are fair to and in the best interests of . Each Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 Transaction Document has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement each such Parent Transaction Document constitutes the legal, valid and binding agreement of the Companycounterparty thereto, each of the Parent Transaction Documents constitutes the legal, valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (i) as 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 discretion of the court before which any proceeding therefor may be broughtRemedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has requisite corporate power and authority to enter into this Agreement and the Voting Agreement and, subject except (in with respect to Merger Sub) for the case adoption of this Agreement by the issuance sole stockholder of shares Merger Sub, which will be obtained promptly following the execution of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approvalthis Agreement, to consummate the Transactionstransactions contemplated hereby and thereby, including the Merger. The execution and delivery of this Agreement and the Voting Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board board of Directors directors of Merger Sub and, except for (i) the adoption of this Agreement by the sole stockholder of Merger Sub and the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby and thereby. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this This Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Voting Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 have been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Companyother parties hereto or thereto, each of this Agreement and the Voting Agreement constitutes the valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, relating to Laws affecting the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms or by principles governing the availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Company Shareholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger and the transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Company Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the TransactionsMerger and the transactions contemplated hereby. On or prior to Each of the date hereof, Special Committee and the Parent Board of Directors has unanimously (x) resolved of the Company, acting upon the unanimous recommendation of the Special Committee, determined that this Agreement the Merger and the Transactions, including the Merger, transactions contemplated hereby are fair to and in the best interests of Parent the Public Shareholders, and approved and adopted this Agreement. As of the date hereof, each of the Special Committee and the shareholders Board of ParentDirectors of the Company, acting upon the unanimous recommendation of the Special Committee, has unanimously (yas to those Board Members voting) approved and declared advisable resolved to recommend that the Company’s Public Shareholders approve this Agreement Agreement, the Merger and the Transactionstransactions contemplated hereby, including the Merger, on subject to the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that including the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the MergerSpecial Committee’s recommendation, 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 duly and validly executed and delivered by the Company, and assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub andSub, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency, examinershipfraudulent conveyance, reorganization, moratorium or and other similar Laws, now or hereafter in effect, laws relating to or affecting creditors’ rights generally and general equitable principles (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 whether considered in a proceeding therefor may be broughtin equity or at law).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject (subject, in the case of the issuance Merger, to the adoption of shares this Agreement by the sole stockholder of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder ApprovalMerger Sub, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the board of directors of Parent Board of Directors (the “Parent Board”) and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, Delaware no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. On or prior , subject, in the case of the Merger, to the date hereofadoption of this Agreement by the sole stockholder of Merger Sub. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously (x) resolved that authorized and approved this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, Transactions on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders herein. A wholly owned subsidiary of Parent vote 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 the Bankruptcy 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 broughtEquity Exception.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions, including the Merger. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors andand (in the case of the Merger, except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Certificate Articles of Merger with the DSOS, and (iiWDFI) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Company Board of Directors has unanimously (xA) resolved that this Agreement and the Transactions, including the Merger, are advisable and fair to to, and in the best interests of Parent of, the Company and the shareholders of ParentCompany shareholders, (yB) approved adopted resolutions adopting and declared advisable approving this Agreement and the consummation of the Transactions, including the Merger, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of the WBCL and (zC) adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the Merger, in each casemake, subject to Section 5.4 (5.3, the “Parent Company 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 duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii2) 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 broughtbrought (clauses (1) and (2), collectively, the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Assuming the accuracy of the representations set forth in Section 3.14(a), each of Parent, Merger Sub 1 and Merger Sub have all 2 has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Stockholder Approval, to perform its obligations hereunder and consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board, the Board of Managers of Services, the Board of Directors of Merger Sub, the Board of Managers of Merger Sub 2, by Parent, acting in its capacity as the sole member of Services and by Services, acting in its capacity as sole stockholder of Merger Sub 1 and as the sole member of Merger Sub 2, and, assuming the accuracy of the representations set forth in Section 3.14(a) and except for (i) the Parent Stockholder Approval and the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt Subsequent Certificate of Merger and the Parent Shareholder ApprovalCharter Amendment with the Secretary of State in accordance with the DGCL and the DLLCA, as applicable, no other corporate or limited liability company proceedings on the part of Parent Parent, Services, Merger Sub 1 or any Parent Subsidiary Merger Sub 2 are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or to consummate the consummation of Combination and the Transactionsother transactions contemplated hereby and thereby. On or prior to the date hereofThe Parent Board, the Parent Board of Directors at a meeting duly called and held, has unanimously (w) approved the Parent Charter Amendment, (x) resolved determined that this Agreement and the Transactionstransactions contemplated hereby, including the MergerParent Charter Amendment, are fair to advisable and in the best interests interest of Parent and the shareholders of Parentits stockholders, (y) approved and declared advisable as of the date of this Agreement and the TransactionsAgreement, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution determined to recommend that the shareholders of Parent such stockholders vote in favor of the approval of the issuance of shares of Parent Charter Amendment and the Stock in connection with Issuance and (z) approved the Mergerexecution, in each case, subject to Section 5.4 (the “Parent Board Recommendation”), delivery 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 performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent Parent, Merger Sub 1 and Merger Sub 2 and, assuming this Agreement constitutes the a valid and binding agreement of the Companyother parties hereto, constitutes the a valid and binding agreement of Parent Parent, Merger Sub 1 and Merger SubSub 2, enforceable against Parent Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, relating to Laws affecting the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms or by principles governing the availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement Agreement, and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of approval of this Agreement by holders of at least a majority of the Parent Shareholder outstanding shares of Company Common Stock (the “Company Stockholder Approval”), and the occurrence of the shareholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such vote (the “Company Stockholder Advisory Vote”), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation of the Transactions transactions contemplated hereby have been or shall be duly and validly authorized by the Parent Company Board of Directors and, except for the Company Stockholder Approval (iand the occurrence of the Company Stockholder Advisory Vote) and the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the Company’s securityholders are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. On or prior to the date hereof, the Parent The Company Board of Directors has unanimously (xi) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the TransactionsMerger are advisable to, including the Merger, are fair to and in the best interests of Parent of, the Company and the shareholders of Parentits stockholders, (yiii) approved the execution, delivery and declared advisable performance of this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (ziv) adopted a resolution to recommend resolved that the shareholders adoption of Parent this Agreement be submitted to a vote in favor at a meeting 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 AgreementCompany’s stockholders. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of the counterparties thereto, constitutes a legal, valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) as such enforcement may be subject to applicable the limitation of such enforcement by (A) the effect of bankruptcy, insolvency, examinershipreorganization, reorganizationreceivership, conservatorship, arrangement, moratorium or other similar Laws, now Laws affecting or hereafter in effect, relating to creditors’ rights generally and or (iiB) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to whether considered in a proceeding in equity or at law (the discretion of the court before which any proceeding therefor may be brought“Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Shareholder Common Stock (the “Parent Stockholder Approval”) present at a meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”), to consummate the Transactionstransactions 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 transactions contemplated hereby have been duly and validly authorized by the boards of directors (or equivalent) of each of Parent Board of Directors andand Merger Sub, and except for (i) the Parent Stockholder Approval and the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of either Parent or any Parent Subsidiary Merger Sub or vote of Parent’s securityholders are necessary to authorize the consummation of the TransactionsMerger and the transactions contemplated hereby. On or prior to the date hereof, the The Parent Board of Directors has unanimously (xi) resolved determined that this Agreement and the Transactions, including the Merger, Merger are fair to and in the best interests of Parent and the shareholders of Parentits stockholders, (yii) approved the execution, delivery and declared advisable performance by Parent of this Agreement Agreement, and the Transactions, consummation of the transactions contemplated hereby (including the MergerMerger and the Share Issuance), on and (iii) resolved to recommend the terms approval by its stockholders of the Share Issuance and subject submit the Share Issuance to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders stockholders of Parent vote in favor of the for 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 duly and validly executed and delivered by each of Parent and Merger Sub andSub, and assuming this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of Parent and or Merger Sub, as the case may be, enforceable against Parent and Merger Sub each of them, in accordance with its their terms, except that (i) as 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 discretion of the court before which any proceeding therefor may be broughtRemedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and, subject (in and each other document to be entered into by the case of the issuance of shares of Parent Stock Company in connection with the Mergertransactions contemplated hereby (together with this Agreement, the “Company Transaction Documents”) and, subject to (i) receipt of approval of this Agreement by holders of a majority of the shares of Company Common Stock entitled to vote thereon (the “Stockholder Merger Approval”), and (ii) adoption by holders of 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 Shareholder is not an “Interested Stockholder” as defined in such certificate of incorporation (the “Charter Amendment”) by a majority of the holders of the shares of Company Common Stock entitled to vote thereon (the “Charter Amendment Approval” and together with the Stockholder Merger Approval and the Disinterested Stockholder Approval, the “Company Stockholder Approval”), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board Company Board, acting upon the recommendation of Directors the Company Special Committee, and, except for (i) the filing of Stockholder Merger Approval and Charter Amendment Approval and the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalCharter Amendment, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the Company’s stockholders are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. On or prior to The Company Board has, acting in accordance with the date hereofrecommendation of the Company Special Committee, the Parent Board of Directors has unanimously (xi) resolved to recommend that the Company’s stockholders adopt this Agreement and the TransactionsCharter Amendment (including, including with respect to the MergerCharter 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 and the Charter Amendment are fair to and in the best interests of Parent the Company’s stockholders, (iii) approved this Agreement, the Merger and the shareholders Charter Amendment, and (iv) directed that the adoption of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject Charter Amendment be submitted to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote in favor at a meeting of the approval Company’s stockholders. Each 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 Company Transaction Documents has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement each such Company Transaction Document constitutes the legal, valid and binding agreement of the Companycounterparty thereto, each of the Company Transaction Documents constitutes the legal, valid and binding agreement of Parent the Company and Merger Sub, is enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) as such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ Laws affecting creditor’s rights generally and (ii) equitable remedies of specific performance and injunctive and other forms general principles of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtrelief.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Xxxxxx and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject (in and the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, CVR Agreement and to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the CVR Agreement and the consummation of the Transactions have been duly and validly authorized by the board of directors of Parent Board of Directors (the “Parent Board”) and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, Delaware no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. On or prior Prior to the date hereofexecution of this Agreement, the Parent Board of Directors has unanimously (x) resolved that authorized and approved this Agreement, the CVR Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, Transactions on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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/Prospectusherein. 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, and promptly following the execution of this Agreement, Merger Sub shall promptly deliver to the Company a copy of such written consent. This Agreement has been been, and as of the Effective Time the CVR Agreement will have been, duly and validly executed and delivered by Parent Xxxxxx and Merger Sub and, assuming Sub. Assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 the Bankruptcy 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 broughtEquity Exception.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and, subject (in and each other document to be entered into by the case of the issuance of shares of Parent Stock Company in connection with the Mergertransactions contemplated hereby (together with this Agreement, the “Company Transaction Documents”) and, subject to receipt of approval of the Parent adoption of this Agreement by holders of Company Common Stock representing two-thirds of the voting power thereof (the “Company Shareholder Approval”), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Company Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Company Shareholder Approval, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the Company’s securityholders are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. On or prior to the date hereof, the Parent The Company Board of Directors has unanimously (xi) resolved to recommend that the Company’s shareholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the Transactions, including the Merger, Merger are fair to and in the best interests of Parent and the shareholders of ParentCompany’s shareholders, (yiii) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (ziv) adopted a resolution to recommend directed that the shareholders adoption of Parent this Agreement be submitted to a vote in favor at a meeting of the approval Company’s shareholders. Each 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 Company Transaction Documents has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement each such Company Transaction Document constitutes the legal, valid and binding agreement of the Companycounterparty thereto, each of the Company Transaction Documents constitutes the legal, valid and binding agreement of Parent the Company and Merger Sub, is enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) as such enforcement may be subject to applicable the limitation of such enforcement by (1) the effect of bankruptcy, insolvency, examinershipreorganization, reorganizationreceivership, conservatorship, arrangement, moratorium or other similar Laws, now Laws affecting or hereafter in effect, relating to creditors’ rights generally and or (ii2) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to whether considered in a proceeding in equity or at law (the discretion of the court before which any proceeding therefor may be brought“Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Stockholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of Parent and the Board of Directors of Merger Sub and by Parent, as the sole stockholder of Merger Sub and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Stockholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. On or prior to As of the date hereof, the Parent Board of Directors of Parent has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of Parent’s stockholders approve the issuance of shares (the “Stock Issuance”) of Parent Common Stock in connection with the Merger, in each case, subject to Section 5.4 Merger (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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Buyer Parent and Merger Sub have has all requisite necessary corporate power and authority to enter into execute, deliver, perform its obligations under and consummate the transactions contemplated by this Agreement andand the Ancillary Agreements, subject (in to the case extent it will be a party thereto. The consummation of the issuance of shares of Parent Stock in connection with transactions contemplated hereby and thereby and the Merger) to receipt of the Parent Shareholder Approval, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation Ancillary Agreements, to the extent it will be a party thereto, and the performance of the Transactions all of its obligations hereunder and thereunder have been duly and validly authorized by the Buyer Parent. The execution, delivery and performance by Buyer Parent Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the TransactionsAncillary Agreements, including to the Mergerextent it will be a party thereto, are fair to not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the best interests Organizational Documents of Parent and the shareholders of Buyer Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, or a material breach or a material default under any material Contract binding on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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. Buyer Parent, as sole stockholder or 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 Agreementany applicable Order. This Agreement has been duly and validly executed and delivered by Parent Buyer Parent, and Merger Sub 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 (other than any other Buyer), this Agreement constitutes 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 agreement obligations of the CompanyBuyers, constitutes the valid and binding agreement of Parent and Merger Sub, as applicable enforceable against Parent and Merger Sub Buyers in accordance with its their respective terms, except that (i) such the enforcement hereof or thereof may be subject to applicable limited by (x) bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (iiy) equitable remedies general principles of specific performance equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Buyer Parent has all necessary corporate power and injunctive and other forms of equitable relief may be subject authority to equitable defenses cause each Buyer that is a party to any Ancillary Agreement to perform such Buyer’s obligations thereunder and to consummate the discretion of Transactions, including the court before which any proceeding therefor may be broughttransactions contemplated by the applicable Ancillary Agreement.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the issuance of shares of Parent Common Stock or Verso First Lien Notes) have been duly and validly authorized by the Parent Board of Directors of Parent, the Board of Directors of Merger Sub, and the sole stockholder of Merger Sub, as applicable, and, except for (i) the Parent Stockholder Approval and the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby in accordance with the Parent Organizational Documents and the DGCL. On or prior to As of the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement the Board of Directors of Merger Sub, and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 Sub have unanimously determined that it is in the best interest of Parent and delivered to its stockholders and Merger Sub a written consent adopting and its stockholder, as applicable, and declared it advisable to enter into this Agreement, such written consent by its terms to become effective immediately following Agreement and consummate the execution of this Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except that such enforceability (i) such enforcement may be subject to limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or and other similar Laws, now Laws affecting or hereafter in effect, relating to creditors’ rights generally generally, and (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether considered in a proceeding therefor may be broughtin equity or at law.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Company Stockholder Approval, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board board of Directors directors of the Company (the “Company Board”) and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent the Company or any Parent Company Subsidiary are necessary to authorize the consummation of the Transactions. On or prior Transactions other than, with respect to the date hereofMerger, obtaining the Company Stockholder Approval. Prior to the execution of this Agreement, at a meeting duly called and held, the Parent Company Board of Directors has unanimously (xi) resolved determined that this Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of Parent the Company and the shareholders of Parentits stockholders, (yii) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of the DGCL and (ziii) adopted a resolution resolved to recommend that the shareholders Company’s stockholders approve the adoption of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the Mergerthis Agreement (such recommendation, in each case, subject to Section 5.4 (the “Parent Company Board Recommendation”), ) and to include the Parent Company Board Recommendation in the Joint Proxy Statement/Prospectus. Parent, as sole stockholder of Merger Sub, has duly executed and delivered in each case subject to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this AgreementSection 5.3. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinershipfraudulent transfer, reorganization, moratorium or other similar Laws, now Laws of general application affecting or hereafter in effect, relating to the enforcement of creditors’ rights generally and equitable principles of general applicability (ii) equitable remedies of specific performance the “Bankruptcy 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 broughtEquity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all has the requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, and, subject to receipt of (in i) the case approval of the issuance Parent Share Issuance by a vote of the holders of the majority of the Parent Common Stock having voting power present in person or represented by proxy at the Parent Stockholders’ Meeting, (ii) the approval of the Parent Charter Amendment by a vote of the holders of a majority of the issued and outstanding shares of Parent Common Stock in connection with entitled to vote thereon and (iii) the Merger) to receipt adoption of this Agreement and the Merger by the vote of the holders of a majority of the issued and outstanding shares of Parent Shareholder Common Stock entitled to vote thereon (clauses (i), (ii) and (iii) together, the “Parent Stockholder Approval”), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the Support Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalStockholder Approval and the approval of this Agreement by Parent, no other corporate proceedings action on the part of Parent or any Parent Subsidiary vote of Parent’s stockholders are necessary to authorize the execution and delivery by Parent of this Agreement and the consummation of the Transactionstransactions contemplated hereby. On or prior to the date hereof, the The Parent Board of Directors has unanimously (xi) resolved that declared advisable and approved this Agreement and the TransactionsSupport Agreements and the transactions contemplated hereby and thereby, including the Merger, are fair to and in the best interests Parent Share Issuance, the issuance of the Parent New Preferred Stock and the shareholders of ParentParent Charter Amendment, (yii) approved resolved to recommend that Parent’s stockholders approve and declared advisable adopt this Agreement and the Transactionstransactions contemplated by this Agreement, including the Merger, on the terms Parent Share Issuance and subject the Parent Charter Amendment (the recommendation referred to the conditions set forth herein and in this clause (z) adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the Mergerii), in each case, subject to Section 5.4 (the “Parent Board Recommendation”), and to include (iii) directed that the approval and adoption of this Agreement and the Merger, the Parent Board Recommendation Share Issuance and the Parent Charter Amendment be submitted for adoption and approval by the holders of Parent Common Stock. The vote of the holders of the majority of the Parent Common Stock having voting power present in person or represented by proxy at the Joint Proxy Statement/ProspectusParent Stockholders’ Meeting is the only vote or consent of Parent’s stockholders necessary to approve the Parent Share Issuance. The vote of the holders of a majority of the issued and outstanding shares of Parent Common Stock entitled to vote thereon is the only vote or consent of Parent, as sole stockholder of Merger Sub, has duly executed ’s stockholders necessary to approve and delivered to Merger Sub a written consent adopting adopt this Agreement, such written consent by its terms to become effective immediately following the execution Merger and the Parent Charter Amendment. No vote of this Agreementstockholders is required for the issuance of the Parent New Preferred Stock. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Parent, and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of Parent Parent, and Merger Sub, is enforceable against Parent and Merger Sub in accordance with its terms, except that (i) as 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 discretion of the court before which any proceeding therefor may be broughtRemedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Seller Parent and Merger Sub have has all requisite necessary corporate power and authority to enter into execute, deliver, perform its obligations under and consummate the transactions contemplated by this Agreement andand the Ancillary Agreements, subject (in to the case extent it will be a party thereto. The consummation of the issuance of shares of Parent Stock in connection with transactions contemplated hereby and thereby and the Merger) to receipt of the Parent Shareholder Approval, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation Ancillary Agreements, to the extent it will be a party thereto, and the performance of the Transactions all of its obligations hereunder and thereunder have been duly and validly authorized by the Seller Parent. The execution, delivery and performance by Seller Parent Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the TransactionsAncillary Agreements, including to the Mergerextent it will be a party thereto, are fair to not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the best interests Organizational Documents of Parent and the shareholders of Seller Parent, or a material breach or a material default under any material Contract binding on Seller Parent, or of any applicable Order, and shall not result in any Lien (yother than as may arise as a result of an action taken, or contract entered into, by Buyers or their Affiliates or other than Permitted Liens) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote in favor any 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 AgreementAcquired Assets. This Agreement has been duly and validly executed and delivered by Parent Seller Parent, and Merger Sub the Ancillary Agreements will, at the Closing, be duly executed and delivered by Sellers to the extent Sellers are party thereto, and, assuming due and valid authorization, execution and delivery by each other Party thereto (other than any other Seller), this Agreement constitutes constitutes, and when executed and delivered by Seller Parent, to the extent Sellers are party thereto, the Ancillary Agreements will constitute, legal, valid and binding agreement obligations of the CompanySellers, constitutes the valid and binding agreement of Parent and Merger Sub, as applicable enforceable against Parent and Merger Sub Sellers in accordance with its their respective terms, except that (i) such the enforcement hereof or thereof may be subject to applicable limited by (x) bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (iiy) equitable remedies general principles of specific performance equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Seller Parent has all necessary corporate power and injunctive and other forms of equitable relief may be subject authority to equitable defenses cause each Seller that is a party to any Ancillary Agreement to perform such Seller’s obligations thereunder and to consummate the discretion of Transactions, including the court before which any proceeding therefor may be broughttransactions contemplated by the applicable Ancillary Agreement.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Each of Mars, Holdco and the Merger Sub have Subs has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Mars Stockholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Boards of Directors of Mars, Holdco and the Merger Subs, and the Board of Directors and, except for (i) of Mars has resolved to recommend that the filing stockholders of the Certificate of Merger with the DSOS, and (ii) in the case of Mars approve the issuance of shares of Parent Holdco Common Stock in connection the Mergers (the “Mars Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Mars at the Mars Meeting. The Board of Directors of each of Holdco and the Merger Subs has approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers. Except for the Mars Stockholder Approval, the adoption of this Agreement by Mars as the sole stockholder of Holdco, the adoption of this Agreement by Holdco as the sole stockholder of each of the Merger Subs, and the filing of the Certificates of Merger with the Merger, the receipt Secretary of State of the Parent Shareholder ApprovalState of Delaware, no other corporate proceedings on the part of Parent Mars, Holdco or any Parent Subsidiary the Merger Subs are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Mars, Holdco and the Merger Sub Subs and, assuming this Agreement constitutes the valid and binding agreement of the CompanyGalaxy, this Agreement constitutes the valid and binding agreement of Parent Mars, Holdco and the Merger SubSubs, enforceable against Parent each of Mars, Holdco and the Merger Sub Subs in accordance with its terms, except 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 the Bankruptcy 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 broughtEquity Exception.

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 articles of incorporation or bylaws of Parent, pursuant to Nasdaq rules or otherwise, to approve this Agreement, the issuance of any Parent Common Stock to be exchanged for Company Common Stock pursuant to Article I or Article III or the Transactions. Each of Parent, Purchaser and Merger Sub have all requisite 2 has the required corporate or comparable power and authority to enter into execute and deliver this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactions, including the MergerOffer and the Mergers, subject only to the adoption of this Agreement by Parent as the sole stockholder of Purchaser and as the sole member of Merger Sub 2, both of which will occur immediately following the execution of this Agreement. The execution, delivery and performance of this Agreement by Parent and the Merger Subs and the consummation by each of them of the Transactions, including the Offer and the Mergers, have been duly and validly authorized by all necessary corporate or comparable action on the part of Parent and the Merger Subs, and, except as set forth in Section 5.3(b), no other corporate or comparable action on the part of any of Parent, Purchaser or Merger Sub 2 is necessary to authorize the execution and delivery by Parent and the Merger Subs of this Agreement and the consummation of the Transactions, including the Offer and the Mergers. The board of directors of Parent has approved this Agreement and the Transactions have been duly contemplated hereby, including the Offer and validly authorized the Mergers, and the performance by it of its covenants and agreements contained herein. The board of directors or manager, as applicable, of each of the Parent Board of Directors and, except for Merger Subs has unanimously (i) determined that the filing terms of the Certificate of Merger with Transactions, including the DSOSOffer and the Mergers are fair to, and in the best interests of, such Merger Sub and its stockholders, (ii) determined that it is in the case best interest of such Merger Sub to enter into, and declared advisable, this Agreement and (iii) approved the execution and delivery, by such Merger Sub, of this Agreement (including the agreement of merger, as such term is used in Section 251 of the issuance of shares of Parent Stock in connection with the MergerDGCL), the receipt performance by the Merger Subs of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize their covenants and agreements contained herein and the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent Offer and the shareholders of ParentMergers, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on upon the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 Agreementcontained herein. This Agreement has been duly and validly executed and delivered by Parent and the Merger Sub Subs and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of Parent and the Merger Sub, Subs and is enforceable against Parent and the Merger Sub Subs in accordance with its terms, except that (i) as 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 discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Company Stockholder Approval, to perform its obligations hereunder and consummate the Transactions, including the Merger. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors andand (in the case of the Merger, except for (i) receipt of the Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Company Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the MergerMerger and the Pre-Merger Special Dividend, are fair to and in the best interests of Parent the Company and the shareholders stockholders of Parentthe Company, (y) approved and declared advisable this Agreement and the Transactions, including the MergerMerger and the Pre-Merger Special Dividend, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of the DGCL, and (z) has adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the Merger, in each casemake, subject to Section 5.4 (5.3, the “Parent Company 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 duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except 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 enforcement 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.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate or similar power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock Shares in connection with the MergerMerger and the Consolidation) to receipt of the Parent Shareholder ApprovalApprovals, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors andand (in the case of the issuance of Parent Shares in connection with the Merger and the Consolidation, except for (i) receipt of the Parent Shareholder Approvals and (ii) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the consummation of the Transactions, including the issuance of Parent Shares in connection with the Merger, are fair to and is in the best interests of Parent and the shareholders of Parent, and (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution resolved to recommend that the shareholders of Parent vote 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 AgreementShareholder Resolutions. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 enforcement 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.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate or limited liability company power and authority to enter into this Agreement andAgreement, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder ApprovalStockholder Approval (as defined in Section 4.19 of this Agreement), to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of Parent and Parent, acting in its capacity as the sole member of Merger Sub, and, except for (i) the Parent Stockholder Approval and (ii) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby and thereby. On or prior to the date hereof, the Parent The Board of Directors of Parent has unanimously determined (x) resolved that the transactions contemplated by this Agreement and the Transactions, including the Merger, are fair to and in the best interests interest of Parent and the shareholders of Parent, its stockholders and (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent such stockholders vote 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 AgreementIssuance. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the a valid and binding agreement of the Companyother parties hereto, constitutes the a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, relating to Laws affecting the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms or by principles governing the availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate or limited liability company, as applicable, power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the MergerParent) to the receipt of the Parent Shareholder ApprovalRequired Approvals, to perform its obligations hereunder and to consummate the Transactions, including the issuance of Parent Shares in connection with the Merger. The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, and the sole member of Merger Sub and (except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, Required Approvals and (ii) the filing of the Articles of Merger with the WDFI) no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (xA) resolved that this Agreement and the Transactions, including the issuance of Parent Shares in connection with the Merger, are fair to advisable and in the best interests of Parent and the shareholders of Parent, (yB) approved and declared advisable adopted resolutions approving the execution of this Agreement and the consummation of the Transactions, including the MergerParent Share Issuance and the Parent Corporate Amendments, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of Irish law, and (zC) adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the Merger, in each casemake, subject to Section 5.4 (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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.

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 have all requisite 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 required corporate power and authority to enter into execute and deliver this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactions, including the Merger. The execution and delivery , subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by each of them of the Transactions have been duly and validly authorized by the Parent Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other all necessary corporate proceedings action on the part of Parent and Merger Sub, and no other corporate or comparable action on the part of any of Parent Subsidiary are or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions. On or prior to the date hereof, the The boards of directors of Parent Board of Directors has and Merger Sub have unanimously (xi) resolved determined that the terms of this Agreement and the Transactions, including the Merger, Transactions are fair to to, and in the best interests of, Parent and Merger Sub, respectively, and their respective stockholders, (ii) determined that it is in the best interest of Parent and the shareholders of ParentMerger Sub, respectively, and their respective stockholders to enter into, and declared advisable, this Agreement, and (yiii) approved the execution and declared advisable delivery by Parent and 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 consummation of the Transactions, including the Merger, on upon the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 Agreementcontained herein. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, Sub and is enforceable against Parent and the Merger Sub in accordance with its terms, except that (i) as 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 discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate or similar power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock Shares in connection with the Merger) to receipt of the Parent Shareholder ApprovalApproval and (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), to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors andand (in the case of the issuance of Parent Shares in connection with the Merger, except for (i) receipt of the Parent Shareholder Approval and the adoption of this Agreement by Merger Sub’s sole shareholder and (ii) the filing of the Certificate of Merger with the DSOS, DSOS and (ii) in the case of the issuance of shares of Parent Stock in connection CA Merger Agreement with the Merger, the receipt of the Parent Shareholder Approval, CSOS) no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the issuance of Parent Shares in connection with the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of the DGCL, and (z) adopted a resolution resolved to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock Shares in connection with the Merger, in each case, subject to Section 5.4 (the “Parent Board Recommendation”), and to include the Parent Board Recommendation such recommendations 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Company Shareholder Approval, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors andand (in the case of the Merger, except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Certificate of Merger with the DSOS, DSOS and (ii) in the case of the issuance of shares of Parent Stock in connection CA Merger Agreement with the Merger, the receipt of the Parent Shareholder Approval, CSOS) no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Company Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent the Company and the shareholders of Parentthe Company, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of the CGCL, and (z) has adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the Merger, in each casemake, subject to Section 5.4 (5.3, the “Parent Company 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 duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactionstransactions contemplated by this Agreement, including the Merger. The execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub and the consummation by each of them of the Transactions Merger have been duly and validly authorized by the Parent Board of Directors and the board of directors of Merger Sub and, except for (i) assuming the filing accuracy of Section 3.2 and the Certificate of Merger Company’s compliance with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalSection 5.21, no other corporate proceedings on the part of either of Parent or any Parent Subsidiary are Merger Sub or vote of Parent’s shareholders is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the TransactionsMerger. On or prior to the date hereof, the The Parent Board of Directors has unanimously (xi) resolved determined that the terms of this Agreement and the TransactionsMerger, including the issuance of shares of Parent Common Stock in connection with the Merger, are fair to to, and in the best interests of, Parent and its shareholders, (ii) determined that it is in the best interests of Parent and the shareholders of Parentits shareholders, and declared it advisable, to enter into this Agreement, (yiii) duly and validly approved the execution and declared advisable delivery by Parent of this Agreement Agreement, the performance by Parent of its covenants and agreements contained herein and the Transactions, including consummation of the Merger, on Merger upon the terms and subject to the conditions set forth herein contained herein, and (ziv) adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of directed the issuance of shares of Parent Common 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate action or proceedings on the part of either Parent or Merger Sub, or vote of Parent’s or Merger Sub’s stockholders, is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by transactions contemplated hereby, including the Parent Merger. The Board of Directors and, except for of each of Parent and Merger Sub has unanimously (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved determined that this Agreement and the Transactions, including the Merger, Merger are fair to and in the best interests of Parent Parent’s or Merger Sub’s (as the case may be) stockholders and the shareholders of Parent, (yii) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, Sub and is enforceable against Parent and Merger Sub in accordance with its terms, except that (i) as 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 discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have Hurricane has all requisite corporate power and authority to enter into this Agreement and, subject (assuming the representations and warranties set forth in Section 4.24 are true and correct and the case of the issuance of shares of Parent Stock in connection with the Merger) Hurricane Stockholder Approval is obtained, to receipt of the Parent Shareholder Approval, perform its obligations hereunder and to consummate the Transactions, including the Merger. The execution execution, delivery and delivery performance by Hurricane of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Hurricane Board of Directors and, assuming the representations and warranties set forth in Section 4.24 are true and correct, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent Hurricane or any Parent Hurricane Subsidiary are necessary to authorize the consummation of the Transactions. On or prior Transactions other than, with respect to the date hereofMerger, obtaining the Hurricane Stockholder Approval. Prior to the execution of this Agreement, the Parent Hurricane Board of Directors has unanimously adopted resolutions (xA) resolved declaring that this Agreement and consummation of the Transactions, including the Merger, are advisable and fair to, and in the best interests of Hurricane and its stockholders, (B) approving this Agreement and the Transactions, including the Merger, are fair to (C) authorizing the execution, delivery and in the best interests performance of Parent and the shareholders of Parentthis Agreement, (yD) approved and declared advisable this directing that the Agreement and of Merger be submitted for consideration at the TransactionsHurricane Special Meeting, including (E) making the MergerHurricane Board Recommendation, on the terms and subject to the conditions set forth herein and (zF) adopted a resolution to recommend that approving the shareholders of Parent vote in favor inclusion 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 Hurricane Board Recommendation in the Joint Proxy Statement/Prospectus. Parent, as sole stockholder of Merger Sub, has duly executed and delivered in each case subject to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this AgreementSection 5.3. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Hurricane and, assuming this Agreement constitutes the valid and binding agreement of the CompanyCyclone and Merger Sub, constitutes the valid and binding agreement of Parent and Merger SubHurricane, enforceable against Parent and Merger Sub Hurricane in accordance with its terms, except that (i1) 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 (ii2) 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 broughtbrought (such exceptions in clauses (1) and (2), the "Enforceability Exceptions").

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Rovi, Parent and the Merger Sub have Subs has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Rovi Stockholder Approval, to consummate the Transactions, including the Merger. The execution Rovi Board, Parent and the Merger Subs at their respective duly held meetings have (i) determined that it is in the best interests of Rovi, Parent, the Merger Subs and their respective stockholders, 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 have been duly and validly authorized by Transactions, including the Parent Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOSRovi Merger, and thereby (iiiii) in resolved to recommend that the case stockholders of Rovi, Parent and the Merger Subs, as applicable, approve the adoption of this Agreement and (iv) resolved to recommend that the stockholders of Rovi approve the issuance of shares of Parent Common Stock in connection the Mergers (the “Rovi Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Rovi at the Rovi Stockholders Meeting. The Board of Directors of each of Parent and the Merger Subs has approved the execution, delivery and performance of this Agreement and the consummation of the Transactions, including the Mergers. Except for the Rovi Stockholder Approval, the adoption of this Agreement by Rovi as the sole stockholder of Parent, the adoption of this Agreement by Parent as the sole stockholder of each of the Merger Subs, and the filing of the Certificates of Merger with the Merger, the receipt Secretary of State of the Parent Shareholder ApprovalState of Delaware, no other corporate proceedings on the part of Rovi, Parent or any Parent Subsidiary the Merger Subs are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 duly and validly executed and delivered by Rovi, Parent and the Merger Sub Subs and, assuming this Agreement constitutes the valid and binding agreement of the CompanyRovi, this Agreement constitutes the valid and binding agreement of Rovi, Parent and the Merger SubSubs, enforceable against each of Rovi, Parent and the Merger Sub Subs in accordance with its terms, except 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 the Bankruptcy 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 broughtEquity Exception.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Cable Buyer, Metro Parent and Merger Sub have has all requisite corporate or limited liability company power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactions, including the Mergertransactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by the Parent Board Boards of Directors or Managers, as applicable, of Cable Buyer, Metro Parent and Merger Sub and by Metro Parent, as the sole stockholder of Merger Sub, and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate or limited liability company proceedings on the part of Cable Buyer, Metro Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 transactions contemplated by its terms to become effective immediately following the execution of this Agreement. This Agreement has been duly and validly executed and delivered by each of Cable Buyer, Metro 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 each of Cable Buyer, Metro Parent and Merger Sub, enforceable against each of Cable Buyer, Metro Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all requisite has the corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) and to receipt of the Parent Shareholder Approval, to consummate the Transactions, including the Mergercarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board Boards of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, and Merger Sub and no other corporate or stockholder proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. On or prior to the date hereofthis Agreement, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Common Stock in connection with and 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 Agreementother transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, this Agreement constitutes the valid and binding agreement of the Company, constitutes the a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub each of them in accordance with its terms, terms (except that (i) such enforcement insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Lawslaws affecting creditors' rights generally, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms by principles governing the availability of equitable relief may be remedies). Neither Parent nor Merger Sub is subject to equitable defenses and or obligated under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or carrying out this Agreement, except for any breaches or violations which would not, in the discretion aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Other than in connection with or in compliance with the provisions of the court before DGCL, the Securities Act, the Exchange Act, the HSR Act, the Communications Act, Section 4043 of ERISA, any non-United States competition, antitrust and investments laws and the securities, blue sky or antitrust laws of the various states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary for the consummation by Parent of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent; provided that Parent makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Company or any proceeding therefor may be broughtof its Significant Subsidiaries or facts specifically pertaining to any of them.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Board of Directors of Parent and Merger Sub at a duly held meeting and Parent, as the sole stockholder of Merger Sub, have (i) determined that it is in the best interests of Parent and Merger Sub and their respective stockholders, and declared it advisable, to enter into this Agreement andand (ii) approved the execution, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, to consummate the Transactions, including the Merger. The execution delivery and delivery performance of this Agreement and the consummation of the Transactions have been duly and validly authorized by transactions contemplated hereby, including the Parent Board of Directors and, except Merger. Except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate actions or proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 transactions contemplated by its terms to become effective immediately following the execution of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except 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) to general 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 broughtprinciples.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject (subject, in the case of the issuance Merger, to the adoption of shares this Agreement by the sole stockholder of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder ApprovalMerger Sub, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the board of directors of Parent Board of Directors (the "Parent Board") and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, Delaware no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. On or prior , subject, in the case of the Merger, to the date hereofadoption of this Agreement by the sole stockholder of Merger Sub. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously (x) resolved that authorized and approved this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, Transactions on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders herein. A wholly owned subsidiary of Parent vote 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter the Bankruptcy and Equity Exception. The representations and warranties set forth in effect, relating to creditors’ rights generally and (iithis Section 4.3(a) equitable remedies of specific performance and injunctive and other forms of equitable relief may shall be subject to equitable defenses and made with respect to the discretion Original Merger Agreement as of the court before which any proceeding therefor may be broughtOriginal Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date.

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 Organizational Documents, pursuant to New York Stock Exchange rules or otherwise, to approve this Agreement, the issuance of any Parent Common Stock to be exchanged for Company Common Stock pursuant to Article I or Article II or the Transactions, including the Offer and the Mergers. Each of Parent, Purchaser and Merger Sub have all 2 has the requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactions, including the MergerOffer and the Mergers. The execution, delivery and performance of this Agreement by Parent and the Merger Subs and the consummation by each of them of the Transactions, including the Offer and the Mergers, have been duly and validly authorized by all necessary corporate or comparable action on the part of Parent and the Merger Subs, and, except as set forth in Section 5.3(b), no other corporate or comparable action on the part of any of Parent, Purchaser or Merger Sub 2 is necessary to authorize the execution and delivery by Parent and the Merger Subs of this Agreement and the consummation of the Transactions have been duly Transactions, including the Offer and validly authorized by the Parent Board of Directors andMergers, except for (i) the filing of the Certificate of Merger with the DSOSsubject to, and (ii) in the case of the issuance of shares of Parent Stock in connection with the First Merger, the receipt adoption of this Agreement by Merger Sub 2 as the sole stockholder of Purchaser. The board of directors of Parent has approved this Agreement and the Transactions contemplated hereby, including the Offer and the Mergers, and the performance by it of its covenants and agreements contained herein. The board of directors or manager, as applicable, of each of the Parent Shareholder ApprovalMerger Subs has unanimously (i) determined that the terms of the Transactions, no other corporate proceedings on including the part Offer and the Mergers are fair to, and in the best interests of, such Merger Sub and its stockholder or member, as applicable, (ii) determined that it is in the best interest of Parent or any Parent Subsidiary are necessary such Merger Sub to authorize enter into, and declared advisable, this Agreement, (iii) approved the execution and delivery, by such Merger Sub, of this Agreement (including the agreement of merger, as such term is used in Section 251 of the DGCL), the performance by such Merger Sub of its covenants and agreements contained herein and the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent Offer and the shareholders of ParentMergers, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on upon the terms and subject to the conditions set forth herein contained herein, and (ziv) adopted a resolution in the case of Purchaser, resolved to recommend that the shareholders of Parent vote 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. ParentMerger Sub 2, as the sole stockholder of Merger SubPurchaser, 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 approve the execution adoption of this AgreementAgreement and the transactions contemplated hereby, including, without limitation, the First Merger. This Agreement has been duly and validly executed and delivered by Parent and the Merger Sub Subs and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of Parent and the Merger Sub, Subs and is enforceable against Parent and the Merger Sub Subs in accordance with its terms, except that (i) as 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 discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject (subject, in the case of the issuance Merger, to the adoption of shares this Agreement by the sole stockholder of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder ApprovalMerger Sub, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the board of directors of Parent Board of Directors (the “Parent Board”) and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, Delaware no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. On or prior , subject, in the case of the Merger, to the date hereofadoption of this Agreement by the sole stockholder of Merger Sub. Prior to the execution of this Agreement, the Parent Board of Directors has unanimously (x) resolved that authorized and approved this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, Transactions on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders herein. A wholly owned subsidiary of Parent vote 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter the Bankruptcy and Equity Exception. The representations and warranties set forth in effect, relating to creditors’ rights generally and (iithis Section 4.3(a) equitable remedies of specific performance and injunctive and other forms of equitable relief may shall be subject to equitable defenses and made with respect to the discretion Original Merger Agreement as of the court before which any proceeding therefor may be broughtOriginal Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Company Shareholder ApprovalApproval (as hereinafter defined), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, and, except for (i) the Company Shareholder Approval and (ii) the filing of the Certificate Articles of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalTexas, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. On or prior to As of the date hereof, each of the Parent Board of Directors of the Company and the Special Committee of the Board of Directors has unanimously (x) resolved to recommend that the Company’s shareholders approve this Agreement and the Transactions, transactions contemplated hereby (including the MergerSpecial Committee’s recommendation, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, examinershipfraudulent transfer, reorganization, moratorium or and other similar Laws, now laws of general application affecting or hereafter in effect, relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses general principles of equity, whether considered in a proceeding at law or in equity, and to any implied covenant of good faith and fair dealing (the discretion of the court before which any proceeding therefor may be brought“Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite The Company has the corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) and to receipt of the Parent Shareholder Approval, to consummate the Transactions, including the Mergercarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company and, except for (i) the filing approval and adoption of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, the approval of the Merger and the approval of the amendment to the Company's Amended and Restated Certificate of Merger Incorporation to repeal Section 5.7 thereof (the "Charter Amendment"), by the holders of a majority of the outstanding shares of Company Common Stock (with the DSOS, holders of Company Class A Common Stock and (iithe holders of Company Class B Common Stock voting together as a single class) in and the case affirmative vote of the issuance holders of a majority of the outstanding shares of Parent Stock in connection with the Merger, the receipt each of the Parent Shareholder ApprovalCompany Class A Common Stock and Company Class B Common Stock voting as separate classes, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactionstransactions contemplated hereby. As of the date of this Agreement, including the Merger, Board of Directors of the Company has determined that the transactions contemplated by this Agreement are fair to advisable and in the best interests interest of Parent and the shareholders of Parentits stockholders and, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution provisions contained in Section 5.10, to recommend to such stockholders that the shareholders of Parent they vote 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 Agreementthereof. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Company Stockholder Approval (as defined in Section 5.3 hereof), this Agreement constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, terms (except that (i) such enforcement insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Lawslaws affecting creditors' rights generally, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms by principles governing the availability of equitable relief may remedies). Other than in connection with or in compliance with the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules of the NYSE, the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), any non-United States competition, antitrust and investment laws and the securities or blue sky laws of the various states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation and its Subsidiaries (collectively, the "Company Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; provided that the Company makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Parent or any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company Required Approvals, the Company is not subject to equitable defenses and or obligated under any charter, bylaw, material contract or any governmental license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or, subject to the discretion approval of its stockholders, carrying out this Agreement, except for any breaches or violations which would not, in the court before which any proceeding therefor may aggregate, reasonably be broughtexpected to have a Material Adverse Effect on the Company.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Company Shareholder ApprovalApproval (as hereinafter defined), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, and, except for (i) the Company Shareholder Approval and (ii) the filing of the Certificate Articles of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalTexas, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. On or prior to Each of the date hereof, Board of Directors of the Parent Company and the Special Committee of the Board of Directors has unanimously (x) resolved to recommend that the Company’s shareholders approve this Agreement and the Transactions, transactions contemplated hereby (including the MergerSpecial Committee’s recommendation, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 provided that a withdrawal or modification after the Parent date hereof by the Board or the Special Committee of its Recommendation in consistent with Section 5.3(d) shall not be deemed a breach of 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 foregoing sentence of this AgreementSection 3.4(a). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe -12- TABLE OF CONTENTS (continued) Page Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, examinershipfraudulent transfer, reorganization, moratorium or and other similar Laws, now laws of general application affecting or hereafter in effect, relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses general principles of equity, whether considered in a proceeding at law or in equity, and to any implied covenant of good faith and fair dealing (the discretion of the court before which any proceeding therefor may be brought“Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into and deliver this Agreement Agreement, to perform its obligations hereunder and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Company Shareholder ApprovalApproval (as hereinafter defined), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors and, except for (i) the Company Shareholder Approval and (ii) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalTexas, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement or the Merger or to consummate the transactions contemplated hereby. The Board has determined that it is in the best interests of the Company and its shareholders to enter into this Agreement and has resolved to recommend that this Agreement, the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, are fair to and in be approved by the best interests holders of Parent and the shareholders of Parent, (y) approved and declared advisable this Company Agreement and Plan of Merger Common Stock at the Transactions, Shareholders’ Meeting (including the MergerBoard’s recommendation, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 ; provided that a withdrawal or modification after the Parent date hereof by the Board of the Recommendation in accordance with Section 5.3 shall not be deemed a breach of 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 foregoing portion of this Agreementsentence. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that as such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, examinershipfraudulent transfer, reorganization, moratorium or and other similar Laws, now Laws of general application affecting or hereafter in effect, relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses general principles of equity, whether considered in a proceeding at law or in equity, and to any implied covenant of good faith and fair dealing (the discretion of the court before which any proceeding therefor may be brought“Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (ai) Parent and Merger Sub have Buyer has all requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject (in the case Employment Agreement, and each of the issuance of shares of Parent Stock in connection with other Transaction Documents to which it is a party, to perform its obligations under this Agreement, the Merger) to receipt Employment Agreement, and each of the Parent Shareholder Approval, other Transaction Documents to which it is a party and to consummate the Transactions, including the Mergertransactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement, the Employment Agreement and each of the other Transaction Documents to which it is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other all necessary corporate proceedings action on the part of Parent or any Parent Subsidiary Buyer and no other corporate proceedings, including approval by the shareholders of Buyer, on the part of Buyer are necessary to authorize the consummation of the Transactionstransactions contemplated hereby and thereby. On or prior to the date hereofThis Agreement, the Parent Board of Directors has unanimously (x) resolved that this Agreement Employment Agreement, and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote in favor each of the approval of the issuance of shares of Parent Stock in connection with the Merger, in each case, subject other Transaction Documents 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 which Buyer is 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 party have been duly and validly executed and delivered by Parent and Merger Sub Buyer and, assuming this Agreement constitutes Agreement, the Employment Agreement, and the other Transaction Documents each constitute the valid and binding agreement of Seller and/or the Companyother parties thereto, constitutes this Agreement, the Employment Agreement, and each of the other Transaction Documents to which Buyer is a party constitute the valid and binding agreement of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub Buyer in accordance with its their terms, except that (i) to the extent such enforcement may be subject to applicable limited by bankruptcy, insolvency, examinershipfraudulent conveyance, reorganization, moratorium or and other similar Laws, now or hereafter in effect, Laws relating to or affecting creditors’ rights generally generally, general equitable principles (whether considered in a proceeding in equity or at Law) and (ii) equitable remedies any implied covenant of specific performance good faith 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 broughtfair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Company Stockholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Special Committee and the Board of Directors of the Company and, except for (i) the Company Stockholder Approval, and (ii) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. On or prior to the date hereofThe Special Committee, at a meeting duly called and held, unanimously (i) determined that this Agreement, the Parent Board of Directors has unanimously (x) resolved that Merger and the other transactions contemplated by this Agreement and the Transactions, including the Merger, are fair to to, and in the best interests of, the stockholders of the Company (other than Parent and its affiliates) and (ii) recommended to the shareholders Board of Parent, (y) approved Directors of the Company that it approve and declared declare advisable this Agreement and the Transactionsother transactions contemplated by this Agreement, including the Merger. The Board of Directors of the Company, on at a meeting duly called and held, unanimously by those present, (i) determined that this Agreement, the terms Merger and subject to the conditions set forth herein other transactions contemplated by this Agreement are fair to, and in the best interests of, the stockholders of the Company, (ii) approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) declared this Agreement advisable, and (ziv) adopted a resolution resolved to recommend that the shareholders of Parent vote in favor of Company's stockholders approve and adopt this Agreement and the approval of the issuance of shares of Parent Stock in connection with the Merger, in each case, subject to Section 5.4 transactions contemplated hereby (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 duly and validly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub andSub, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Company Stockholder Approval, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board board of Directors directors of the Company (the "Company Board") and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent the Company or any Parent Company Subsidiary are necessary to authorize the consummation of the Transactions. On or prior Transactions other than, with respect to the date hereofMerger, obtaining the Company Stockholder Approval. Prior to the execution of this Agreement, at a meeting duly called and held, the Parent Company Board (unanimously in the case of Directors has unanimously the Original Merger Agreement and by the vote of all directors present in the case of this Amended and Restated Agreement) (xi) resolved determined that this Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of Parent the Company and the shareholders of Parentits stockholders, (yii) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of the DGCL and (ziii) adopted a resolution resolved to recommend that the shareholders Company's stockholders approve the adoption of Parent vote in favor of this Agreement (such recommendation, 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 "Company Board Recommendation”), ") and to include the Parent Company Board Recommendation in the Joint Proxy Statement/Prospectus. Parent, as sole stockholder of Merger Sub, has duly executed and delivered in each case subject to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this AgreementSection 5.3. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinershipfraudulent transfer, reorganization, moratorium or other similar Laws, now Laws of general application affecting or hereafter in effect, relating to the enforcement of creditors’ ' rights generally and equitable principles of general applicability (iithe "Bankruptcy and Equity Exception"). The representations and warranties set forth in this Section 3.3(a) equitable remedies of specific performance and injunctive and other forms of equitable relief may shall be subject to equitable defenses and made with respect to the discretion Original Merger Agreement as of the court before which any proceeding therefor may be broughtOriginal Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board board of Directors directors of the Company and, except for (i) the Merger Approval and the filing of the Certificate of Merger with the DSOSSecretary of State of the State of Delaware, and (ii) in assuming the case accuracy of the issuance of shares of Parent Stock representations and warranties contained in connection with the Merger, the receipt of the Parent Shareholder ApprovalSection 4.06(c), no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. On or prior to the date hereofThe Special Committee, the Parent Board at a meeting duly called and held, has by unanimous vote of Directors has unanimously (x) resolved that all its members approved and declared this Agreement and the Transactionstransactions contemplated hereby, including the Merger, advisable and determined that such transactions are fair to to, and in the best interests of Parent the Company and its stockholders. Subject to Section 5.02(d) and Section 5.03, the shareholders board of Parentdirectors of the Company, based on the unanimous recommendation of the Special Committee has unanimously, by resolutions duly adopted at a meeting duly called and held, (yx) duly and validly approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger, on (y) determined that the terms of this Agreement are fair to, and subject to in the conditions set forth herein best interests of, the Company and its stockholders other than the Contributing Stockholders and (z) adopted a resolution resolved to recommend in accordance with applicable Law that the shareholders of Parent Company’s stockholders vote in favor of the approval adoption of the issuance of shares of Parent Stock in connection with the Merger, in each case, subject to Section 5.4 this Agreement (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 duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency, examinershipfraudulent conveyance, reorganization, moratorium or and other similar Laws, now or hereafter in effect, Laws relating to or affecting creditors’ rights generally generally, general equitable principles (whether considered in a proceeding in equity or at Law) and (ii) equitable remedies any implied covenant of specific performance good faith 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 broughtfair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite The Company has the corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) and to receipt of the Parent Shareholder Approval, to consummate the Transactions, including the Mergercarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company and, except for (i) the filing approval and adoption of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, the approval of the Merger and the approval of the amendment to the Company's Amended and Restated Certificate of Merger Incorporation to repeal Section 5.7 thereof (the "Charter Amendment"), by the holders of a majority of the outstanding shares of Company Common Stock (with the DSOS, holders of Company Class A Common Stock and (iithe holders of Company Class B Common Stock voting together as a single class) in and the case affirmative vote of the issuance holders of a majority of the outstanding shares of Parent Stock in connection with the Merger, the receipt each of the Parent Shareholder ApprovalCompany Class A Common Stock and Company Class B Common Stock voting as separate classes, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactionstransactions contemplated hereby. As of the date of this Agreement, including the Merger, Board of Directors of the Company has determined that the transactions contemplated by this Agreement are fair to advisable and in the best interests interest of Parent and the shareholders of Parentits stockholders and, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution provisions contained in Section 5.10, to recommend to such stockholders that the shareholders of Parent they vote 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 Agreementthereof. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Company Stockholder Approval (as defined in Section 5.3 hereof), this Agreement constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, terms (except that (i) such enforcement insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Lawslaws affecting creditors' rights generally, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms by principles governing the availability of equitable relief may remedies). Other than in connection with or in compliance with the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules of the NYSE, the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any non-United States competition, antitrust and investment laws and the securities or blue sky laws of the various states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation and its Subsidiaries (collectively, the "Company Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; provided that the Company makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Parent or any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company Required Approvals, the Company is not subject to equitable defenses and or obligated under any charter, bylaw, material contract or any governmental license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or, subject to the discretion approval of its stockholders, carrying out this Agreement, except for any breaches or violations which would not, in the court before which any proceeding therefor may aggregate, reasonably be broughtexpected to have a Material Adverse Effect on the Company.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject (in to approval of this Agreement and the case transactions contemplated hereby, including the Merger, by an ordinary resolution of the issuance of shares shareholders of Parent Stock in connection with (the Merger) to receipt of the “Requisite Parent Shareholder Approval”) and the adoption of this Agreement by the sole stockholder of Merger Sub (the “Merger Sub Stockholder Approval”) (which Merger Sub Stockholder Approval will be obtained promptly following the execution and delivery of this Agreement), to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of Parent Board and Merger Sub, and no other corporate action on the part of Directors either Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Requisite Parent Shareholder Approval and the Merger Sub Stockholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are Merger Sub or vote of Parent’s or Merger Sub’s stockholders is necessary to authorize the consummation of the Transactionstransactions contemplated hereby, including the Merger. On or prior to the date hereof, the The Parent Board of Directors has unanimously (xi) resolved to recommend that shareholders of Parent approve the transactions contemplated by this Agreement, including the Merger (the “Parent Recommendation”), (ii) determined that this Agreement and the Transactions, including the Merger, Merger are fair to and in the best interests of Parent and the shareholders of Parent, (yiii) approved and declared advisable this Agreement and the TransactionsMerger, and (iv) resolved that the approval of the transactions contemplated by this Agreement, including the Merger, on the terms and subject be submitted to the conditions set forth herein and (z) adopted a resolution to recommend that the vote at a meeting of shareholders of Parent vote 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, Sub and is enforceable against Parent Parent, and Merger Sub in accordance with its terms, except that (i) as 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 discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Each of Acquiror and Merger Sub have all has the requisite corporate or similar power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactionstransactions contemplated by this Agreement, including the Merger. The execution execution, delivery and delivery performance of this Agreement by Acquiror and Xxxxxx Sub and the consummation by each of them of the Transactions Merger have been duly and validly authorized by the Parent Acquiror Board of Directors and the board of managers of Merger Sub, and, except for (i) subject to the filing approval of the Certificate adoption of this Agreement by the sole member of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalSub, no other corporate proceedings on the part of Parent either Acquiror or any Parent Subsidiary are Merger Sub or vote of Acquiror’s stockholders is necessary to authorize the consummation execution and delivery by Xxxxxxxx and Xxxxxx Sub of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including consummation of the Merger, are fair to and in the best interests . The board of Parent and the shareholders managers of Parent, Merger Sub has unanimously (yi) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including including, without limitation, the Merger, on the performance by Merger Sub of its covenants and agreements contained herein and the consummation of the Merger upon the terms and subject to the conditions set forth herein contained herein; (ii) determined that this Agreement and the Merger are advisable and in the best interests of Merger Sub and its sole member; (ziii) adopted a resolution resolved to recommend that submit this Agreement to the shareholders sole member of Parent vote in favor of the Merger Sub for its approval of the issuance adoption hereof; and (iv) resolved to recommend the adoption of shares of Parent Stock in connection with this Agreement by 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 member 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder ApprovalCompany Stockholder Approval if applicable with respect to the Merger, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution Board of Directors, acting upon the recommendation of the Special Committee, at a duly called and held meeting, has unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders, and declaring this Agreement advisable, (ii) approving the execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly transactions contemplated hereby, including the Offer and validly authorized the Merger, (iii) resolving to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Sub pursuant to the Offer and, if applicable, approve and adopt this Agreement and the Merger (the “Recommendation”), and (iv) resolving to make the Recommendation to the stockholders of the Company and directing, that, to the extent required by the Parent DGCL, this Agreement and the Merger be submitted for consideration of the stockholders of the Company at the Company Meeting. The Board of Directors and, except for (i) has consented to the filing inclusion of the Certificate of Merger with Board Actions (including, without limitation, the DSOS, and (iiRecommendation) in the case of Schedule 14D-9 and the issuance of shares of Parent Stock in connection Offer Documents. Except for the Company Stockholder Approval if applicable with respect to the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to (A) applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (iiB) equitable remedies general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to whether enforceability is considered in a proceeding at law or in equity) (collectively, the discretion of the court before which any proceeding therefor may be brought“Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Company Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions, including the Merger. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors andand (in the case of the Merger, except for (i) receipt of the Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Company Board of Directors has unanimously (xA) resolved that this Agreement and the Transactions, including the Merger, are advisable and fair to to, and in the best interests of Parent of, the Company and the shareholders of ParentCompany stockholders, (yB) approved and declared advisable adopted resolutions approving the execution of this Agreement and the consummation of the Transactions, including the Merger, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of the DGCL and (zC) adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the Merger, in each casemake, subject to Section 5.4 (5.3, the “Parent Company 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 duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii2) 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.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into and deliver this Agreement Agreement, to perform its obligations hereunder and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Company Shareholder ApprovalApproval (as hereinafter defined), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors and, except for (i) the Company Shareholder Approval and (ii) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalTexas, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement or the Merger or to consummate the transactions contemplated hereby. The Board has determined that it is in the best interests of the Company and its shareholders to enter into this Agreement and has resolved to recommend that this Agreement, the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, are fair to and in be approved by the best interests holders of Parent and the shareholders of Parent, (y) approved and declared advisable this Company Agreement and Plan of Merger -11- Common Stock at the Transactions, Shareholders’ Meeting (including the MergerBoard’s recommendation, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 ; provided that a withdrawal or modification after the Parent date hereof by the Board of the Recommendation in accordance with Section 5.3 shall not be deemed a breach of 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 foregoing portion of this Agreementsentence. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that as such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, examinershipfraudulent transfer, reorganization, moratorium or and other similar Laws, now Laws of general application affecting or hereafter in effect, relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses general principles of equity, whether considered in a proceeding at law or in equity, and to any implied covenant of good faith and fair dealing (the discretion of the court before which any proceeding therefor may be brought“Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Parent, US Holdco and each of the Merger Sub Subs have all requisite corporate or similar power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the First Merger) to receipt of the Parent Shareholder Approval, to consummate the Transactions, including the MergerMergers. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the First Merger, the except for (i) receipt of the Parent Shareholder Approval, Approval and (ii) the filing of the First Certificate of Merger and Second Certificate of Merger with the DSOS) no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the MergerMergers, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the MergerMergers, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of the DLLCA, and (z) adopted a resolution resolved to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the First Merger, in each case, subject to Section 5.4 (the “Parent Board Recommendation”), and to include the Parent Board Recommendation such recommendations 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 duly and validly executed and delivered by Parent Parent, US Holdco and each of the Merger Sub Subs and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent Parent, US Holdco and each of the Merger SubSubs, enforceable against Parent Parent, US Holdco and each of the Merger Sub Subs in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the First Merger) to receipt of the Parent Shareholder Company Stockholder Approval, to consummate the Transactions, including the MergerMergers. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors andand (in the case of the First Merger, except for (i) receipt of the Company Stockholder Approval and (ii) the filing of the First Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Company Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the MergerMergers, are fair to and in the best interests of Parent the Company and the shareholders stockholders of Parentthe Company, (y) approved and declared advisable this Agreement and the Transactions, including the MergerMergers, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of the DGCL, and (z) has adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the Merger, in each casemake, subject to Section 5.4 (5.3, the “Parent Company 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 duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent, US Holdco and each of the CompanyMerger Subs, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority authority, and have taken all corporate action necessary, to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactions, including the Offer and the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the board of directors of Parent Board of Directors (the “Parent Board”) and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, Delaware no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. On or prior Prior to the date hereofexecution of this Agreement, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Offer and the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, Parent and (y) approved and declared advisable the execution, delivery and performance of this Agreement and the Transactions, including the Offer and the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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/Prospectusherein. 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 the Bankruptcy 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 broughtEquity Exception.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and the Merger Sub have all Subs has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Shareholder Common Stock (the “Parent Stockholder Approval”) present at a meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”), to consummate the Transactionstransactions contemplated hereby and thereby, including the MergerMergers. The execution and delivery by Parent and the Merger Subs of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the boards of directors (or equivalent) of each of Parent Board of Directors andand the Merger Subs, and except for (i) the Parent Stockholder Approval and the filing of the First Certificate of Merger and the Second Certificate of Merger with the DSOS, and (ii) in the case Secretary of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of either Parent or any Parent Subsidiary the Merger Subs or vote of Parent’s securityholders are necessary to authorize the consummation of the TransactionsMergers and the transactions contemplated hereby. On or prior to the date hereof, the The Parent Board of Directors has unanimously (xi) resolved determined that this Agreement and the Transactions, including the Merger, Mergers are fair to and in the best interests of Parent and the shareholders of Parentits stockholders, (yii) approved the execution, delivery and declared advisable performance by Parent of this Agreement Agreement, and the Transactions, consummation of the transactions contemplated hereby (including the MergerMergers and the Share Issuance), on and (iii) resolved to recommend the terms approval by its stockholders of the Share Issuance and subject submit the Share Issuance to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders stockholders of Parent vote in favor of the for 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 duly and validly executed and delivered by each of Parent and the Merger Sub andSubs, and assuming this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of Parent and or the Merger SubSubs, as the case may be, enforceable against Parent and Merger Sub each of them, in accordance with its their terms, except that (i) as 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 discretion of the court before which any proceeding therefor may be broughtRemedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject (in to the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Company Shareholder ApprovalApproval (as defined in Section 4.14), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, subject to the receipt of the Parent Company Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactionstransactions contemplated hereby and thereby. On or prior to the date hereof, the Parent The Board of Directors of the Company has unanimously (x) resolved taken all appropriate action so that none of the Company, Parent or Merger Sub will be subject to the limitations on "business combinations" set forth in Part Thirteen of the TBCA by virtue of the Company, Parent and Merger Sub entering into this Agreement and consummating the Transactions, including transactions contemplated hereby. The Board of Directors of the Merger, Company has determined that the transactions contemplated by this Agreement are fair to advisable and in the best interests of Parent the Company and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject that it will recommend to the conditions set forth herein and (z) adopted a resolution to recommend Company's shareholders that they adopt this Agreement. Neither the shareholders of Parent vote in favor Company nor any affiliate or associate of the approval Company has, at any time during the last three years, owned in excess of 15% 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 AgreementCommon Stock. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes a valid and binding agreement of the other parties hereto and the Company Shareholder Approval is received, this Agreement constitutes a valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, terms (except that (i) such enforcement insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Lawslaws affecting creditors' rights generally, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms by principles governing the availability of equitable relief may be remedies). Neither the Company nor any of its Subsidiaries is subject to equitable defenses and or obligated under any charter, by-law, joint venture or partnership agreement or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or, subject to the discretion receipt of Company Shareholder Approval, carrying out the transactions contemplated by this Agreement, except for any breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The execution and delivery of this Agreement and the consummation of the court before transactions contemplated hereby will not (a) cause a change in control to occur under the Shareholders Agreement by and between Pool International Inc. and Arabian Petroleum Services Company ("Petroserv"), dated as of September 20, 1974, as amended to the date of this Agreement or under any other governing documents related thereto (collectively, the "Saudi Joint Venture Agreement"), (b) result in Petroserv having the right to acquire in excess of 65% of Pool Arabia, Ltd. or (c) result in Petroserv obtaining management control of Pool Arabia, Ltd. Other than in connection with or in compliance with the provisions of the TBCA, the Securities Act, the Exchange Act, the HSR Act, Section 4043 of ERISA and the securities or blue sky laws of the various states (collectively, the "Company Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which any proceeding therefor may be broughtwould not, individually or in the aggregate, have a Material Adverse Effect on the Company or substantially impair or delay the consummation of the transactions contemplated hereby.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Company Shareholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of the Company and, except for (i) the Company Shareholder Approval and (ii) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of or to consummate the Transactionstransactions contemplated hereby. On or prior Subject to the date hereofSection 5.2(d), the Parent Board of Directors has unanimously of the Company has, by resolutions duly adopted at a meeting duly called and held, (x) resolved that this Agreement duly and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) validly approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including (y) determined that the Merger, on transactions contemplated by this Agreement are advisable and in the terms best interests of the Company and subject to the conditions set forth herein its shareholders and (z) adopted a resolution resolved to recommend in accordance with applicable Law that the Company’s shareholders of Parent vote in favor of the adoption and approval of this Agreement and the issuance of shares of Parent Stock in connection with transactions contemplated hereby, including the Merger, in each case, subject to Section 5.4 Merger (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 duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency, examinershipfraudulent conveyance, reorganization, moratorium or and other similar Laws, now or hereafter in effect, Laws relating to or affecting creditors’ rights generally and generally, general equitable principles (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 whether considered in a proceeding therefor may be broughtin equity or at Law).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all requisite has the corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) and to receipt of the Parent Shareholder Approval, to consummate the Transactions, including the Mergercarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board Boards of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, and Merger Sub and no other corporate or stockholder proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. On or prior to the date hereofthis Agreement, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Common Stock in connection with and 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 Agreementother transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, this Agreement constitutes the valid and binding agreement of the Company, constitutes the a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub each of them in accordance with its terms, terms (except that (i) such enforcement insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Lawslaws affecting creditors' rights generally, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms by principles governing the availability of equitable relief may be remedies). Neither Parent nor Merger Sub is subject to equitable defenses and or obligated under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or carrying out this Agreement, except for any breaches or violations which would not, in the discretion aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Other than in connection with or in compliance with the 21 29 provisions of the court before DGCL, the Securities Act, the Exchange Act, the HSR Act, the Communications Act, Section 4043 of ERISA, any non-United States competition, antitrust and investments laws and the securities, blue sky or antitrust laws of the various states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary for the consummation by Parent of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent; provided that Parent makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Company or any proceeding therefor may be broughtof its Significant Subsidiaries or facts specifically pertaining to any of them.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Company Stockholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution Board of Directors of the Company at a duly held meeting in a unanimous vote of those directors present (which directors constituted a quorum) has (i) determined that it is in the best interests of the Company and its stockholders, 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 have been duly transactions contemplated hereby, including the Merger, (iii) resolved to recommend that the stockholders of the Company approve the adoption of this Agreement (the “Recommendation”), (iv) directed that such matter be submitted for a vote of the stockholders of the Company at the Company Meeting, (v) assuming that the representations of Parent and validly authorized by Merger Sub set forth in Section 4.13 are correct, taken all necessary actions so that the Parent Board restrictions in Takeover Statutes are not applicable to the Company, Parent, Merger Sub or their Affiliates or the Guarantors or their Subsidiaries, or this Agreement or the transactions contemplated hereby (including the Merger) and (vi) exempted such Persons from being an “Acquiring Person” under the Rights Plan. The entering into of Directors andthis Agreement and the consummation of the transactions contemplated hereby, except including the Merger, will not result in the grant of any rights to any Person under the Rights Plan or enable or require the Rights to be exercised, distributed or triggered as a result thereof. Except for (i) the Company Stockholder Approval and the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement or the consummation of the Transactions. On transactions contemplated hereby (other than corporate proceedings taken on or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinershipfraudulent transfer, reorganization, moratorium or other and similar Laws, now or hereafter in effect, Laws of general applicability relating to or affecting 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 general equity principles (the discretion of the court before which any proceeding therefor may be brought“Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Company Stockholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger and the transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors Board, and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Company Stockholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement Merger and the Transactions, including transactions contemplated hereby. The Board determined that the Merger, Merger and the transactions contemplated hereby are fair to and in the best interests of Parent the Company’s stockholders, declared the Merger to be advisable, and the shareholders of Parent, (y) approved and declared advisable adopted this Agreement. As of the date hereof, the Board has unanimously (as to those Board members voting) resolved to recommend that the Company’s stockholders entitled to vote thereon adopt this Agreement and approve the TransactionsMerger and the transactions contemplated hereby, including the Merger, on subject to the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 duly and validly executed and delivered by the Company, and assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub andSub, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency, examinershipfraudulent conveyance, reorganization, moratorium or and other similar Laws, now or hereafter in effect, laws relating to or affecting creditors’ rights generally and general equitable principles (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 whether considered in a proceeding therefor may be broughtin equity or at law).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactions, including the Offer and the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent the Company or any Parent the Company Subsidiary are necessary to authorize the consummation of the Transactions. On or prior Transactions other than, with respect to the date hereofMerger. Prior to the execution of this Agreement, at a meeting duly called and held, the Parent Company Board of Directors has unanimously (xi) resolved determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable, fair to and in the best interests of Parent the Company and the shareholders of Parentits stockholders, (yii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the Transactions, including the Offer and the Merger, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of the DGCL, (iv) resolved that the Merger may be effected pursuant to Section 251(h) of the DGCL; and (ziv) adopted a resolution resolved to (A) recommend that the shareholders Company’s stockholders tender their Shares to Merger Sub pursuant to the Offer and approve the adoption of Parent vote this Agreement and the Transactions (such recommendation, the “Company Board Recommendation”) and (B) include the Company Board Recommendation in favor of the approval of Schedule 14D-9 when disseminated to the issuance of shares of Parent Stock in connection with the MergerCompany’s stockholders, in each casewhich resolutions, subject to Section 5.4 (6.2, have not been subsequently amended, withdrawn or modified as of 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 date of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub andSub, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinershipfraudulent transfer, reorganization, moratorium or other similar Laws, now Laws of general application affecting or hereafter in effect, relating to the enforcement of creditors’ rights generally and equitable principles of general applicability (iithe “Bankruptcy and Equity Exception”). If the Merger is consummated in accordance with Section 251(h) 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 DGCL as contemplated hereby, no vote of the Company’s stockholders or any proceeding therefor may be broughtholder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Amcor, New Holdco and Merger Xxxxxx Sub have all requisite corporate power and authority to enter into this Agreement and, subject (in the case of New Holdco, the issuance of shares of Parent Stock in connection with Deed Poll, and, assuming the MergerAmcor Shareholder Approval and, if required, the approvals for the New Holdco Capital Increase are obtained, to perform its obligations (x) to receipt of the Parent Shareholder Approval, hereunder and to consummate the TransactionsTransactions to which it is or is contemplated to be a party and (y) in the case of New Holdco, including under the MergerDeed Poll. The execution execution, delivery and delivery performance by Amcor, New Holdco and Xxxxxx Sub of this Agreement Agreement, and, in the case of New Holdco, the Deed Poll, and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors authorized, and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approvalas contemplated by this Agreement, no other corporate proceedings on the part of Parent Amcor or any Parent Amcor Subsidiary are necessary to authorize the consummation of the TransactionsTransactions other than the Amcor Shareholder Approval. On or prior to As of the date hereofof this Agreement, the Parent Amcor Board of Directors has unanimously adopted resolutions (xi) resolved declaring that this Agreement and the consummation of the Transactions are in the best interests of Amcor and the Amcor Shareholders, (ii) approving this Agreement and the Transactions, including (iii) authorizing the Mergerexecution, are fair to delivery and in the best interests performance of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 (iv) directing that the Scheme be submitted to become effective immediately following the execution of Court and submitted to a vote at the Scheme Meeting and (v) making the Amcor Board Recommendation. Subject to the Enforceability Exceptions, this Agreement. This Agreement has been duly and validly executed and delivered by Parent Amcor, New Holdco and Merger Sub and, assuming this Agreement and constitutes the valid and binding agreement of the CompanyAmcor, constitutes the valid and binding agreement of Parent New Holdco and Merger Sub, enforceable against Parent Amcor, New Holdco and Merger Sub in accordance with its terms. As of the date of this Agreement, except that the board of directors of Merger Sub has unanimously adopted resolutions (i) such enforcement may be subject to applicable bankruptcydeclaring that this Agreement and the consummation of the Transactions are advisable and fair to, insolvencyand in the best interests of, examinershipMerger Sub and its sole shareholder, reorganizationNew Holdco, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies approving this Agreement and the Transactions, (iii) authorizing the execution, delivery and performance of specific performance this Agreement, (iv) directing that this Agreement (which constitutes the plan of merger under the Missouri Code) be submitted to its sole shareholder, New Holdco, for approval and injunctive (v) recommending that its sole shareholder, New Holdco, approve this Agreement, and other forms New Holdco has approved this Agreement and the Transactions as the sole shareholder of equitable relief may be subject to equitable defenses and to the discretion Merger Sub. As of the court before which any proceeding therefor may be broughtdate of this Agreement, the New Holdco Board and Amcor, as the majority shareholder of New Holdco, have approved this Agreement, the Deed Poll and Transactions.

Corporate Authority Relative to this Agreement; No Violation. (a) Assuming the representation of Parent set forth in Section 5.08 is true and Merger Sub have all correct, the Company has the requisite corporate power and authority to enter into this Agreement and, subject (in the case to adoption of this Agreement by holders of a majority of the issuance of shares of Parent Stock in connection with outstanding Shares entitled to vote thereon (the Merger) to receipt of the Parent Shareholder “Requisite Company Stockholder Approval”), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly authorized by the Parent Company Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Requisite Company Stockholder Approval, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the stockholders of the Company are necessary to authorize the consummation of the Transactionstransactions contemplated hereby, including the Merger. On or prior The execution and delivery to the date hereof, Company of the Parent Stockholder Written Consent will constitute the Requisite Company Stockholder Approval. The Company Board of Directors has unanimously (xi) resolved to recommend that the stockholders of the Company adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the TransactionsMerger are advisable, including the Merger, are fair to and in the best interests of Parent the Company and the shareholders stockholders of Parent, the Company and (yiii) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 AgreementMerger and the Support Agreements. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the Companylegal, constitutes the valid and binding agreement of Parent and Merger Sub, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) as such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ Applicable Laws affecting creditor’s rights generally and (ii) equitable remedies of specific performance and injunctive and other forms the availability of equitable relief may be subject to equitable defenses and to (the discretion of the court before which any proceeding therefor may be brought“Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Each of Parent, Acquirer and Merger Sub have has all requisite corporate or similar power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactions, including the MergerTransactions to which such entity is or will be a party. The execution and delivery of this Agreement and the consummation of the Transactions have has been duly and validly authorized by all necessary action on the part of Parent, the Parent Board of Directors andDirectors, except for (i) Acquirer, the filing Acquirer Board of Directors, Merger Sub and the Merger Sub Sole Member, as applicable. The consummation of the Certificate Transactions will be duly and validly authorized by the Acquirer Board of Directors, the Merger with Sub Sole Member and the DSOSParent Board of Directors, as applicable, and (ii) in the case of the issuance of shares of Parent Stock Shares in connection with the Merger, the receipt of the Parent Shareholder ApprovalMergers, no other corporate proceedings on the part of Acquirer, Merger Sub, Parent or any Subsidiary of Parent Subsidiary are necessary to authorize the consummation of the Transactions. On Transactions to which such entity is or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted will be a resolution to recommend that the shareholders of Parent vote 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 Agreementparty. This Agreement has been duly and validly executed and delivered by Parent and Acquirer, Merger Sub and Parent and, assuming this Agreement constitutes the legal, valid and binding agreement of the CompanyCompany and NFP Seller, constitutes the legal, valid and binding agreement of Parent Acquirer, Merger Sub and Merger SubParent, enforceable against Parent and Acquirer, Merger Sub and Parent in accordance with its terms, except 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 enforcement 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.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement Agreement, and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of approval of this Agreement by holders of at least a majority of the Parent Shareholder outstanding shares of Company Common Stock (the “Company Stockholder Approval”), and the occurrence of the shareholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such vote (the “Company Stockholder Advisory Vote”), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation of the Transactions transactions contemplated hereby have been or shall be duly and validly authorized by the Parent Company Board of Directors and, except for the Company Stockholder Approval (iand the occurrence of the Company Stockholder Advisory Vote) and the filing of the First Certificate of Merger and Second Certificate of Merger with the DSOS, and (ii) in the case Secretary of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the Company’s securityholders are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. On or prior to the date hereof, the Parent The Company Board of Directors has unanimously (xi) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the TransactionsMergers are advisable to, including the Merger, are fair to and in the best interests of Parent of, the Company and the shareholders of Parentits stockholders, (yiii) approved the execution, delivery and declared advisable performance of this Agreement and the TransactionsMergers, including the Merger, on the terms and subject to the conditions set forth herein and (ziv) adopted a resolution to recommend resolved that the shareholders adoption of Parent this Agreement be submitted to a vote in favor at a meeting 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 AgreementCompany’s stockholders. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of the counterparties thereto, constitutes a legal, valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) as such enforcement may be subject to applicable the limitation of such enforcement by (A) the effect of bankruptcy, insolvency, examinershipreorganization, reorganizationreceivership, conservatorship, arrangement, moratorium or other similar Laws, now Laws affecting or hereafter in effect, relating to creditors’ rights generally and or (iiB) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to whether considered in a proceeding in equity or at law (the discretion of the court before which any proceeding therefor may be brought“Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder ApprovalStockholder Approvals, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalStockholder Approvals, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. On or prior to As of the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders Parent’s stockholders (A) approve an amendment to Parent’s Articles of Parent vote in favor Incorporation to authorize that number of shares of Preferred Stock as set forth on Section 4.3(a) of the approval of Parent Disclosure Schedule (the “Charter Amendment”) and (B), if necessary under Nevada Statutes, approve the issuance of shares of Parent Common Stock in connection with the Merger, in each case, subject to Section 5.4 Merger (the “Stock Issuance”) (collectively, the “Parent Board Recommendation”), and has directed that the Charter be submitted to include the holders of 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 AgreementCommon Stock for approval. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Sub, and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval (as hereinafter defined) in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, to consummate the Transactions, including Merger and the Mergerother transactions contemplated hereby. The execution Board of Directors of the Company, acting upon the recommendation of the Special Committee, at a duly held meeting has (i) determined that it is fair to and in the best interests of the Company and its shareholders, 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 have been duly transactions contemplated hereby, including the Merger, and validly authorized (iii) resolved to recommend that the shareholders of the Company approve the adoption of this Agreement (the “Recommendation”) and directed that this Agreement and the Merger be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Assuming the accuracy of the representations and warranties of the ESOP and Merger Sub set forth in Section 4.9, (i) the determinations, approvals and resolutions by the Parent Board of Directors andof the Company are sufficient to render inapplicable to the ESOP and Merger Sub and this Agreement, except the Merger and the other transactions contemplated hereby the restrictions on “business combinations” contained in Section 203 of the DGCL and (ii) to the knowledge of the Company, no other “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar antitakeover statute or regulation enacted under state or Federal laws in the United States applicable to the Company is applicable to the ESOP and Merger Sub and this Agreement, the Merger or the other transactions contemplated hereby. Except for (i) the Company Shareholder Approval and the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement or the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of the ESOP and Merger Sub, constitutes the legal, valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and, subject (in and to deliver each other document to be delivered by the case of the issuance of shares of Parent Stock Company in connection with the Mergertransactions contemplated hereby (together with this Agreement, the “Company Transaction Documents”) and, subject to receipt of approval by holders of at least a majority of the Parent Shareholder outstanding shares of Company Common Stock of the adoption of this Agreement (the “Company Stockholder Approval”), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation of the Transactions have transactions contemplated hereby has been, and the execution and delivery of the other Company Transaction Documents has been or shall be, duly and validly authorized by the Parent Company Board of Directors and, except for (i) the Company Stockholder Approval and the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the Company’s securityholders are necessary to authorize the consummation of the Transactionstransactions contemplated hereby. On or prior to the date hereofof this Agreement, the Parent Company Board of Directors has unanimously (xi) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the Transactions, including the Merger, Merger are fair to advisable and in the best interests of Parent and the shareholders of ParentCompany’s stockholders, (yiii) approved the execution, delivery and declared advisable performance of this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (ziv) adopted a resolution to recommend resolved that the shareholders adoption of Parent this Agreement be submitted to a vote in favor at a meeting of the approval Company’s stockholders. As of the issuance date 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 the resolutions referred to become effective immediately following in the execution of this Agreementpreceding sentence have not been rescinded, modified, amended or withdrawn. This Agreement has been been, and the other Company Transaction Documents shall be, duly and validly executed and delivered by Parent the Company and, assuming the due authorization, execution and delivery of this Agreement by IAC, NewCo and Merger Sub and, and assuming this Agreement constitutes the legal, valid and binding agreement of the Companycounterpart(ies) thereto, this Agreement constitutes the legal, valid and binding agreement agreements of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its their terms, except that (i) as such enforcement may be subject to applicable the limitation of such enforcement by (1) the effect of bankruptcy, insolvency, examinershipreorganization, reorganizationreceivership, conservatorship, arrangement, moratorium or other similar Laws, now Laws affecting or hereafter in effect, relating to creditors’ rights generally and or (ii2) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to whether considered in a proceeding in equity or at law (the discretion of the court before which any proceeding therefor may be brought“Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and, subject (in to the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Company Stockholder Approval, to consummate the Transactionstransactions contemplated by this Agreement, including the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation of the Transactions Merger have been duly and validly authorized by the Parent Company Board of Directors and, except for (i) other than the Company Stockholder Approval and the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware Secretary, no other corporate proceedings on the part of Parent the Company or any Parent Subsidiary vote of the Company’s stockholders are necessary to authorize the execution and delivery by the Company of this Agreement and the consummation of the TransactionsMerger. On or prior to the date hereof, the Parent The Company Board of Directors has unanimously (xi) resolved determined that this Agreement Agreement, the Merger and the Transactionsother transactions contemplated hereby are fair to, and in the best interests of, the Company and its stockholders, (ii) approved, authorized, adopted and declared advisable this Agreement, the Merger and other transactions contemplated hereby, including the Merger, are fair (iii) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the transactions contemplated hereby and (iv) determined, after taking into account the preservation of the Tax Benefits (as defined in the Company Certificate), (A) to waive the application of any restrictions contained in Article IV of the Company Certificate with respect to this Agreement and the Voting Agreements, and the transactions contemplated hereby and thereby, including, the Merger, including ensuring that the restrictions set forth in Section E.2(a) of Article IV of the Company Certificate shall not apply to this Agreement and the Voting Agreements, and the transactions contemplated hereby and thereby, including, the Merger, notwithstanding the effect of any such waiver on the Tax Benefits (as such term is defined in the Company Certificate) and (B) that such waiver is in the best interests of Parent the Company and the shareholders of Parentits stockholders (together with clause (A), (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 RecommendationCompany Rights Determinations”), 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into and deliver this Agreement Agreement, to perform its obligations hereunder and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Stockholder Approval, the Parent Stock Authorization and the Parent Charter Amendment, to consummate the Transactions, including the Mergertransactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, except for at a duly held meeting has (i) determined that the terms of the Merger and the transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the execution, delivery and performance of, and adopted and declared advisable this Agreement, the Merger, the Parent Stock Authorization and the Parent Charter Amendment, and (iii) resolved to recommend that the stockholders of Parent approve the Parent Charter Amendment, the Parent Stock Authorization and the Parent Stock Issuance (the “Parent Recommendation”) and directed that such matter be submitted for consideration by the stockholders of Parent at the Parent Meeting. Except for the Parent Charter Amendment, the Parent Stock Authorization, the Parent Stockholder Approval and the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 transactions contemplated by its terms to become effective immediately following the execution of this Agreement. 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 (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 discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (ai) Parent and Merger Sub have Fleetmatics has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Mergerthis Agreement) to receipt of the Parent Fleetmatics Shareholder Approval, to consummate the Transactionstransactions contemplated hereby and thereby, including the MergerAcquisition. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized authorised by the Parent Fleetmatics Board of Directors and, except for (iA) the Fleetmatics Shareholder Approval and (B) the filing of the Certificate of Merger with the DSOS, required documents and (ii) in the case of the issuance of shares of Parent Stock other actions in connection with the MergerScheme with, the and to receipt of the Parent Shareholder Approvalrequired approval of the Scheme by, the High Court, no other corporate proceedings on the part of Parent or any Parent Subsidiary Fleetmatics are necessary to authorize authorise the consummation of the Transactionstransactions contemplated hereby. On or prior to the date hereof, the Parent Fleetmatics Board of Directors has unanimously (x) resolved determined that the transactions contemplated by this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent Fleetmatics and the shareholders of Parent, (y) approved Fleetmatics Shareholders and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) has adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the Merger, in each casemake, subject to Section 5.4 (the “Parent Board Recommendation”), Clause 5.2 and to include the Parent obligations of the Fleetmatics Board under the Takeover Rules, the Scheme Recommendation in and 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 recommendation contemplated by its terms to become effective immediately following the execution of this AgreementClause 3.6(c)(iii). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Fleetmatics and, assuming this Agreement constitutes the valid and binding agreement of the CompanyVerizon and Bidco, constitutes the valid and binding agreement of Parent and Merger SubFleetmatics, enforceable against Parent and Merger Sub Fleetmatics in accordance with its terms, except that (iA) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganizationreorganisation, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (iiB) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses defences and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Company Stockholder Approval, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board board of Directors directors of the Company (the “Company Board”) and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent the Company or any Parent Company Subsidiary are necessary to authorize the consummation of the Transactions. On or prior Transactions other than, with respect to the date hereofMerger, obtaining the Company Stockholder Approval. Prior to the execution of this Agreement, at a meeting duly called and held, the Parent Company Board (unanimously in the case of Directors has unanimously the Original Merger Agreement and by the vote of all directors present in the case of this Amended and Restated Agreement) (xi) resolved determined that this Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of Parent the Company and the shareholders of Parentits stockholders, (yii) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of the DGCL and (ziii) adopted a resolution resolved to recommend that the shareholders Company’s stockholders approve the adoption of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the Mergerthis Agreement (such recommendation, in each case, subject to Section 5.4 (the “Parent Company Board Recommendation”), ) and to include the Parent Company Board Recommendation in the Joint Proxy Statement/Prospectus. Parent, as sole stockholder of Merger Sub, has duly executed and delivered in each case subject to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the execution of this AgreementSection 5.3. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinershipfraudulent transfer, reorganization, moratorium or other similar Laws, now Laws of general application affecting or hereafter in effect, relating to the enforcement of creditors’ rights generally and equitable principles of general applicability (iithe “Bankruptcy and Equity Exception”). The representations and warranties set forth in this Section 3.3(a) equitable remedies of specific performance and injunctive and other forms of equitable relief may shall be subject to equitable defenses and made with respect to the discretion Original Merger Agreement as of the court before which any proceeding therefor may be broughtOriginal Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Amcor, New Holdco and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject (in the case of New Holdco, the issuance of shares of Parent Stock in connection with Deed Poll, and, assuming the MergerAmcor Shareholder Approval and, if required, the approvals for the New Holdco Capital Increase are obtained, to perform its obligations (x) to receipt of the Parent Shareholder Approval, hereunder and to consummate the TransactionsTransactions to which it is or is contemplated to be a party and (y) in the case of New Holdco, including under the MergerDeed Poll. The execution execution, delivery and delivery performance by Amcor, New Holdco and Merger Sub of this Agreement Agreement, and, in the case of New Holdco, the Deed Poll, and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors authorized, and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approvalas contemplated by this Agreement, no other corporate proceedings on the part of Parent Amcor or any Parent Amcor Subsidiary are necessary to authorize the consummation of the TransactionsTransactions other than the Amcor Shareholder Approval. On or prior to As of the date hereofof this Agreement, the Parent Amcor Board of Directors has unanimously adopted resolutions (xi) resolved declaring that this Agreement and the consummation of the Transactions are in the best interests of Amcor and the Amcor Shareholders, (ii) approving this Agreement and the Transactions, including (iii) authorizing the Mergerexecution, are fair to delivery and in the best interests performance of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 (iv) directing that the Scheme be submitted to become effective immediately following the execution of Court and submitted to a vote at the Scheme Meeting and (v) making the Amcor Board Recommendation. Subject to the Enforceability Exceptions, this Agreement. This Agreement has been duly and validly executed and delivered by Parent Amcor, New Holdco and Merger Sub and, assuming this Agreement and constitutes the valid and binding agreement of the CompanyAmcor, constitutes the valid and binding agreement of Parent New Holdco and Merger Sub, enforceable against Parent Amcor, New Holdco and Merger Sub in accordance with its terms. As of the date of this Agreement, except that the board of directors of Merger Sub has unanimously adopted resolutions (i) such enforcement may be subject to applicable bankruptcydeclaring that this Agreement and the consummation of the Transactions are advisable and fair to, insolvencyand in the best interests of, examinershipMerger Sub and its sole shareholder, reorganizationNew Holdco, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies approving this Agreement and the Transactions, (iii) authorizing the execution, delivery and performance of specific performance this Agreement, (iv) directing that this Agreement (which constitutes the plan of merger under the Missouri Code) be submitted to its sole shareholder, New Holdco, for approval and injunctive (v) recommending that its sole shareholder, New Holdco, approve this Agreement, and other forms New Holdco has approved this Agreement and the Transactions as the sole shareholder of equitable relief may be subject to equitable defenses and to the discretion Merger Sub. As of the court before which any proceeding therefor may be broughtdate of this Agreement, the New Holdco Board and Amcor, as the majority shareholder of New Holdco, have approved this Agreement, the Deed Poll and Transactions.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent Each of Acquiror and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactionstransactions contemplated by this Agreement, including the Merger. The execution execution, delivery and delivery performance of this Agreement by Acquiror and Merger Sub and the consummation by each of them of the Transactions Merger have been duly and validly authorized by the Parent Acquiror Board of Directors and the board of directors of Merger Sub, and, except for (i) subject to the filing approval of the Certificate adoption of this Agreement by the sole stockholder of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalSub, no other corporate proceedings on the part of Parent either of Acquiror or any Parent Subsidiary are Merger Sub or vote of Acquiror’s stockholders is necessary to authorize the consummation execution and delivery by Acquiror and Merger Sub of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including consummation of the Merger, are fair to and in the best interests . The board of Parent and the shareholders directors of Parent, Merger Sub has unanimously (yi) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including including, without limitation, the Merger, on the performance by Merger Sub of its covenants and agreements contained herein and the consummation of the Merger upon the terms and subject to the conditions set forth herein contained herein; (ii) determined that this Agreement and the Merger are advisable and in the best interests of Merger Sub and its sole stockholder; (ziii) adopted a resolution resolved to recommend that submit this Agreement to the shareholders sole stockholder of Parent vote in favor of the Merger Sub for its approval of the issuance adoption hereof; and (iv) resolved to recommend the adoption of shares of Parent Stock in connection with this Agreement by 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the issuance of shares of Parent Common Stock or Verso First Lien Notes) have been duly and validly authorized by the Parent Board of Directors of Parent, the Board of Directors of Merger Sub, and the sole stockholder of Merger Sub, as applicable, and, except for (i) the Parent Stockholder Approval and the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactionstransactions contemplated hereby in accordance with the Parent Organizational Documents and the DGCL. On or prior to As of the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement the Board of Directors of Merger Sub, and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 Sub have unanimously determined that it is in the best interest of Parent and delivered to its stockholders and Merger Sub a written consent adopting and its stockholder, as applicable, and declared it advisable to enter into this Agreement, such written consent by its terms to become effective immediately following Agreement and consummate the execution of this Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Xxxxxx and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.enforceability

Corporate Authority Relative to this Agreement; No Violation. (a) Buyer Parent and Merger Sub have has all requisite necessary corporate power and authority to enter into execute, deliver, perform its obligations under and consummate the transactions contemplated by this Agreement andand the Ancillary Agreements, subject (in to the case extent it will be a party thereto. The consummation of the issuance of shares of Parent Stock in connection with transactions contemplated hereby and thereby and the Merger) to receipt of the Parent Shareholder Approval, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation Ancillary Agreements, to the extent it will be a party thereto, and the performance of the Transactions all of its obligations hereunder and thereunder have been duly and validly authorized by the Buyer Parent. The execution, delivery and performance by Buyer Parent Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the TransactionsAncillary Agreements, including to the Mergerextent it will be a party thereto, are fair to not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the best interests Organizational Documents of Parent and the shareholders of Buyer Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, or a material breach or a material default under any material Contract binding on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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. Buyer Parent, as sole stockholder or 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 Agreementany applicable Order. This Agreement has been duly and validly executed and delivered by Parent Buyer Parent, and Merger Sub 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 (other than any other Buyer), this Agreement constitutes constitutes, and when executed and delivered by Buyer Parent, to OC\1994682.10 the extent Buyers are party thereto, the Ancillary Agreements will constitute, legal, valid and binding agreement obligations of the CompanyBuyers, constitutes the valid and binding agreement of Parent and Merger Sub, as applicable enforceable against Parent and Merger Sub Buyers in accordance with its their respective terms, except that (i) such the enforcement hereof or thereof may be subject to applicable limited by (x) bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (iiy) equitable remedies general principles of specific performance equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Buyer Parent has all necessary corporate power and injunctive and other forms of equitable relief may be subject authority to equitable defenses cause each Buyer that is a party to any Ancillary Agreement to perform such Buyer’s obligations thereunder and to consummate the discretion of Transactions, including the court before which any proceeding therefor may be broughttransactions contemplated by the applicable Ancillary Agreement.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Parent Shareholder Required Approvals and (in the case of the issuance of shares of Parent Stock in connection with the MergerMerger Sub) to receipt the adoption of this Agreement by Merger Sub’s sole stockholder (which adoption shall occur immediately after the Parent Shareholder Approvalexecution and delivery of this Agreement), to perform its obligations hereunder and to consummate the Transactions, including the issuance of Parent Shares in connection with the Merger. The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Board of Directors and, and the board of directors of Merger Sub and (except for (i) receipt of the Parent Shareholder Required Approvals and the adoption of this Agreement by Merger Sub’s sole stockholder and (ii) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (xA) resolved that this Agreement and the Transactions, including the issuance of Parent Shares in connection with the Merger, are fair to advisable and in the best interests of Parent and the shareholders of Parent, (yB) approved and declared advisable adopted resolutions approving the execution of this Agreement and the consummation of the Transactions, including the MergerParent Share Issuance and the Parent Corporate Amendments, on the terms and subject to the conditions set forth herein herein, in accordance with the requirements of Irish law, and (zC) adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the Merger, in each casemake, subject to Section 5.4 (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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except that (i1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii2) 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.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Company Shareholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors and, except for (i) the Company Shareholder Approval and (ii) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalOhio, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement or the consummation of the Transactionstransactions contemplated hereby. On or prior to the date hereof, the Parent The Board of Directors Directors, at a meeting duly called and held, has unanimously (xw) resolved that approved this Agreement and the TransactionsMerger and the other transactions contemplated hereby in accordance with the OGCL, including but not limited to specifically for purposes of Chapter 1704 thereof; (x) determined that the MergerMerger is fair to, are fair to advisable and in the best interests of Parent the Company and its shareholders; (y) agreed to propose this Agreement and the transactions contemplated hereby for approval and adoption by the Company’s shareholders of Parentand (z) agreed to recommend that the Company’s shareholders approve and adopt this Agreement and the transactions contemplated hereby, and such resolutions pursuant to which such actions were taken have not been rescinded or modified (the resolutions described in clauses (w), (x), (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution are hereinafter referred to recommend that the shareholders of Parent vote 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 (as the “Parent Board Company 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 duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that terms subject to (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinershipreorganization, reorganizationfraudulent transfer, moratorium or other similar Laws, now or hereafter Laws from time to time in effect, relating to effect affecting creditors’ rights generally generally, and (ii) equitable remedies general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any equity, whether such principles are considered in a proceeding therefor may be broughtat Law or in equity.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into and deliver this Agreement Agreement, to perform its obligations hereunder and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Company Shareholder ApprovalApproval (as hereinafter defined), to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors and, except for (i) the Company Shareholder Approval and (ii) the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalTexas, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize this Agreement or the Merger or to consummate the transactions contemplated hereby. The Board has determined that it is in the best interests of the Company and its shareholders to enter into this Agreement and has resolved to recommend that this Agreement, the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, are fair to and in be approved by the best interests holders of Parent and Company Common Stock at the shareholders of Parent, Shareholders’ Meeting (y) approved and declared advisable this Agreement and the Transactions, including the MergerBoard’s recommendation, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 ; provided that a withdrawal or modification after the Parent date hereof by the Board of the Recommendation in accordance with Section 5.3 shall not be deemed a breach of 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 foregoing portion of this Agreementsentence. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that as such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, examinershipfraudulent transfer, reorganization, moratorium or and other similar Laws, now Laws of general application affecting or hereafter in effect, relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses general principles of equity, whether considered in a proceeding at law or in equity, and to any implied covenant of good faith and fair dealing (the discretion of the court before which any proceeding therefor may be brought“Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Company Stockholder Approval, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Parent Company Board of Directors andand (in the case of the Merger, except for (i) receipt of the Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Company Board of Directors has unanimously (xA) resolved determined that this Agreement and the Transactions, including terms of the Merger, Merger are fair to to, and in the best interests of, the Company and its stockholders, (B) determined that it is in the best interests of Parent the Company and its stockholders to enter into, and declared advisable, this Agreement, (C) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the shareholders consummation of Parentthe Merger upon the terms, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth conditions, contained herein and (zD) has adopted a resolution to recommend that the shareholders of Parent vote in favor of the approval of the issuance of shares of Parent Stock in connection with the Merger, in each casemake, subject to Section 5.4 (5.3, the “Parent Company 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 duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyBroadcom Parties, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement as may be subject to limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or and other similar Laws, now laws affecting 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 general principles of equity (the “Bankruptcy and to the discretion of the court before which any proceeding therefor may be broughtEquity Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have all has the requisite corporate power and authority to enter into this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactionstransactions contemplated by this Agreement, including the Merger. The execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub and the consummation by each of them of the Transactions Merger have been duly and validly authorized by the Parent Board of Directors and the board of directors of Merger Sub and, except for (i) other than the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalTexas Secretary, no other corporate proceedings on the part of either of Parent or any Parent Subsidiary are Merger Sub or vote of Parent’s stockholders is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the TransactionsMerger. On or prior to the date hereof, the The Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (yi) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger and the issuance of shares of Parent Common Stock in connection with the Merger, (ii) determined that the terms of this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of Parent and its stockholders and (iii) duly and validly approved the execution and delivery by Parent of this Agreement, the performance by Parent of its covenants and agreements contained herein and the consummation of the transactions contemplated hereby, including the Merger and the issuance of shares of Parent Common Stock in connection with the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be broughtcontained herein.

Corporate Authority Relative to this Agreement; No Violation. (a) Seller Parent and Merger Sub have has all requisite necessary corporate power and authority to enter into execute, deliver, perform its obligations under and consummate the transactions contemplated by this Agreement andand the Ancillary Agreements, subject (in to the case extent it will be a party thereto. The consummation of the issuance of shares of Parent Stock in connection with transactions contemplated hereby and thereby and the Merger) to receipt of the Parent Shareholder Approval, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation Ancillary Agreements, to the extent it will be a party thereto, OC\1994682.10 and the performance of the Transactions all of its obligations hereunder and thereunder have been duly and validly authorized by the Seller Parent. The execution, delivery and performance by Seller Parent Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the TransactionsAncillary Agreements, including to the Mergerextent it will be a party thereto, are fair to not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the best interests Organizational Documents of Parent and the shareholders of Seller Parent, or a material breach or a material default under any material Contract binding on Seller Parent, or of any applicable Order, and shall not result in any Lien (yother than as may arise as a result of an action taken, or contract entered into, by Buyers or their Affiliates or other than Permitted Liens) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote in favor any 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 AgreementAcquired Assets. This Agreement has been duly and validly executed and delivered by Parent Seller Parent, and Merger Sub the Ancillary Agreements will, at the Closing, be duly executed and delivered by Sellers to the extent Sellers are party thereto, and, assuming due and valid authorization, execution and delivery by each other Party thereto (other than any other Seller), this Agreement constitutes constitutes, and when executed and delivered by Seller Parent, to the extent Sellers are party thereto, the Ancillary Agreements will constitute, legal, valid and binding agreement obligations of the CompanySellers, constitutes the valid and binding agreement of Parent and Merger Sub, as applicable enforceable against Parent and Merger Sub Sellers in accordance with its their respective terms, except that (i) such the enforcement hereof or thereof may be subject to applicable limited by (x) bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (iiy) equitable remedies general principles of specific performance equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Seller Parent has all necessary corporate power and injunctive and other forms of equitable relief may be subject authority to equitable defenses cause each Seller that is a party to any Ancillary Agreement to perform such Seller’s obligations thereunder and to consummate the discretion of Transactions, including the court before which any proceeding therefor may be broughttransactions contemplated by the applicable Ancillary Agreement.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and the Voting Agreement and, subject except (in with respect to Merger Sub) for the case adoption of this Agreement by Parent as the issuance sole stockholder of shares Merger Sub, which will be obtained promptly following the execution of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approvalthis Agreement, to consummate the Transactionstransactions contemplated hereby and thereby, including the Merger. The execution and delivery of this Agreement and the Voting Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board of Directors of Merger Sub and, except for (i) the adoption of this Agreement by the sole stockholder of Merger Sub and the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement transactions contemplated hereby and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 Agreementthereby. This Agreement has and, with respect to Parent only, the Voting Agreement have been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Companyother parties hereto or thereto, each of this Agreement and, with respect to Parent only, the Voting Agreement constitutes the valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, relating to Laws affecting the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms or by principles governing the availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement (including the Designated Stockholder Voting Agreement) and, subject (to, in the case of the issuance consummation of shares of Parent Stock in connection with the Merger) to , receipt of the Parent Shareholder Stockholder Approval, to consummate the Transactions, including the Mergertransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Parent Board of Directors of each of Parent and Merger Sub and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Stockholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary Merger Sub are necessary to authorize the consummation execution and delivery of this Agreement or to consummate the TransactionsMerger and the other transactions contemplated hereby. On or prior to As of the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and has resolved, by the shareholders unanimous vote of Parentthe directors present at a meeting duly called at which a quorum of the Board of Directors of Parent was present, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that Parent’s stockholders approve (i) an amendment to the shareholders Parent’s Certificate of Incorporation to authorize the Board of Directors of Parent vote in favor to effect a reverse stock split of all outstanding shares of Parent Common Stock at a reverse stock split ratio of 10:1 or as otherwise determined by Parent (the approval of “Reverse Stock Split” and such amendment, the “Charter Amendment”), (ii) the issuance of shares (the “Stock Issuance”) of Parent Common Stock in connection with the MergerMerger and (iii) an amendment to the KLX Energy Services, Inc. Long-Term Incentive Plan to increase the number of shares of Parent Common Stock authorized to be issued under such plan in each case, subject an amount to Section 5.4 be determined by the Board of Directors of Parent (the “Plan Amendment” and, collectively, 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except 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 discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Parent and Merger Sub have all The Company has requisite corporate power and authority to enter into this Agreement andsubject, subject (in the case of the issuance Merger, if required by applicable Law, to obtaining the Company Stockholder Approval. The Board of shares of Parent Stock in connection with Directors (acting upon the Merger) to receipt unanimous recommendation of the Parent Shareholder ApprovalSpecial Committee) at a duly held meeting has unanimously (i) determined that the Offer, the Merger and the other transactions contemplated hereby are fair and in the best interests of the Company and its stockholders (other than Parent, Merger Sub and their Affiliates), and declared it advisable to consummate enter into this Agreement; (ii) approved the Transactionsexecution, including the Merger. The execution delivery and delivery performance of this Agreement and the consummation of the Transactions have been duly transactions contemplated hereby, including the Offer and validly authorized the Merger; (iii) resolved to recommend that the stockholders of the Company tender their Shares in the Offer or otherwise approve the adoption of this Agreement (the “Recommendation”) and directed that, to the extent required by the Parent Board DGCL, this Agreement and the Merger be submitted for consideration of Directors andthe stockholders of the Company at the Company Meeting; (iv) if applicable, except rendered any Takeover Laws and the limitations on business combinations contained in Section 203 of the DGCL inapplicable to the Offer, the Merger, this Agreement, the Support Agreements and the transactions contemplated hereby; and (v) authorized and approved the Top-Up Option and the issuance of the Top-Up Shares thereunder. Except, in the case of the Merger, if required by applicable Law for (i) the Company Stockholder Approval and the filing of the Certificate of Merger with the DSOS, and (ii) in the case Secretary of State of the issuance State of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder ApprovalDelaware, no other corporate proceedings on the part of Parent or any Parent Subsidiary the Company are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Parent and the shareholders of Parent, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Merger Sub, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, examinershipreorganization, reorganizationpreference, fraudulent transfer, moratorium or other similar Laws, now or hereafter in effect, laws relating to creditors’ or affecting the rights generally and (ii) equitable remedies of specific performance creditors and injunctive and other forms by general principles of equitable relief may be subject to equitable defenses and to the discretion equity regardless of the court before which any whether enforcement is considered in a proceeding therefor may be broughtin equity or at law.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate action or proceedings on the part of either Parent or Merger Sub, or vote of Parent’s or Merger Sub’s stockholders, is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by transactions contemplated hereby, including the Parent Merger. The Board of Directors and, except for of Parent and the Managers have unanimously (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved determined that this Agreement and the Transactions, including the Merger, Merger are fair to and in the best interests of Parent Parent’s stockholders or Merger Sub, respectively, and the shareholders of Parent, (yii) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, Sub and is enforceable against Parent and Merger Sub in accordance with its terms, except that (i) as 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 discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject (in the case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, and to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate action or proceedings on the part of either Parent or Merger Sub, or vote of Parent's or Merger Sub's stockholders, is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by transactions contemplated hereby, including the Parent Merger. The Board of Directors and, except for of Parent and the Managers have unanimously (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of shares of Parent Stock in connection with the Merger, the receipt of the Parent Shareholder Approval, no other corporate proceedings on the part of Parent or any Parent Subsidiary are necessary to authorize the consummation of the Transactions. On or prior to the date hereof, the Parent Board of Directors has unanimously (x) resolved determined that this Agreement and the Transactions, including the Merger, Merger are fair to and in the best interests of Parent Parent's stockholders or Merger Sub, respectively, and the shareholders of Parent, (yii) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Parent vote 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 duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, Sub and is enforceable against Parent and Merger Sub in accordance with its terms, except that (i) as 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 discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.