Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approval, perform its obligations hereunder and to consummate the Merger and transactions to which it is a party contemplated hereby subject, in the other transactions case of the Merger, to obtaining the Requisite Company Stockholder Vote as contemplated by this AgreementSection 6.2(a). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions to which it is a party contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized and approved by all necessary the Company Board, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of this Agreement by the Requisite Company Stockholder Vote, and no other corporate proceedings on to the part filing with, and acceptance for record by, the SDAT of the Articles of Merger and the effectiveness of the Merger pursuant to the Articles of Merger and the MGCL. (b) The Company Board, at a meeting duly called and held and at which a quorum of directors was present, has unanimously (i) approved and declared it advisable and in the best interests of the Company or its Subsidiaries pursuant to enter into this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the DGCL are necessary to authorize conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material including the Merger, upon the terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of Company Common Shares (such recommendation, the “Company Board Recommendation”) and its Subsidiariesthat approval of this Agreement and the transactions contemplated hereby, taken as a whole. including the Merger, be submitted for consideration at the Company Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due authorizationpower and authority of, and due execution and delivery by Parent and Merger Subby, the other parties, constitutes a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, moratorium and other fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting creditors’ the rights of creditors generally and by general principles the availability of specific performance, injunctive relief and other equitable remedies. remedies (bregardless of whether such enforceability is considered in a proceeding in equity or at law) At a meeting duly called and held, prior to the execution of this Agreement(together, the Company Board unanimously duly adopted resolutions (i) determining “Bankruptcy and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption Equity Exception”). The approval of this Agreement be submitted to a by the Requisite Company Stockholder Vote is the only vote of the stockholders holders of any class or series of capital stock of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement necessary to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company Each of the Parent Parties has all requisite corporate power and authority to enter into execute and deliver this Agreement andand the Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, execution and delivery and performance by each of the Company Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company each of the Merger and Parent Parties of the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no such Parent Party. No other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL such Parent Party are necessary to authorize the execution, delivery and performance of this Agreement or the Additional Agreements to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby which it is the affirmative vote (in person a party or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated herebyby this Agreement (other than, except for approvals that would not be material to in the Company and its Subsidiariescase of the Merger, taken as a wholethe receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement has and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by the Company such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and Merger Subthe Additional Agreements to which such Parent Party is a party constitute a legal, constitutes a valid and binding agreement obligation of the Company such Parent Party, enforceable against the Company such Parent Party in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior subject to the execution Enforceability Exceptions. The affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement, the Company Board unanimously duly adopted resolutions (i) determining Agreement and declaring that this Agreement, approve the Merger and the consummation of the other transactions contemplated by hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, approve the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote consummation of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the other transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Hippo and its Subsidiaries of the Company of this Agreement Transaction Agreements to which they are or will be party, and the consummation by the Company Hippo and its Subsidiaries of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, thereby are within Hippo’s and its applicable Subsidiaries’ corporate or other powers and have been duly authorized by all necessary corporate or other action on the part of the Company Hippo and no other corporate proceedings on the part such Subsidiaries of the Company or its Subsidiaries pursuant Hippo. Each Transaction Agreement to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company which Hippo or any of its Subsidiaries is necessary to consummate the transactions contemplated herebyor will be a party constitutes, except for approvals that would not be material to the Company and its Subsidiariesor will when executed constitute, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Hippo and each such Subsidiary that is a party thereto, enforceable against the Company Hippo and each such Subsidiary in accordance with its terms, except (i) as such enforceability the same may be limited by applicable bankruptcy, insolvency, moratorium and other or similar Applicable Laws laws of general application relating to or affecting creditors’ rights generally and (ii) for the limitations imposed by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution Hippo’s Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors has (i) determining and declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to and in the best interests of Hippo’s stockholders, (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby and (iii) unanimously determined that if the Effective Time occurred on the date hereof, then the conditions set forth in Section 13.01(i)(iii) would be satisfied. No vote of the holders of any outstanding capital stock of Hippo is necessary in connection with the consummation of the transactions contemplated by the Transaction Agreements. (c) Hippo Operating Sub’s Board of Directors has unanimously determined that, if the Effective Time occurred on the date hereof, the condition set forth in Section 13.01(i)(i) would be satisfied. (d) HippoRx’s Board of Directors has (i) unanimously determined that this Agreement (including the HippoRx Merger) and the transactions contemplated hereby are advisable and fair to and in the best interests of the Company’s stockholdersstockholder of HippoRx, (ii) approving unanimously approved and adopted this Agreement (including the execution, delivery and performance of this Agreement, the Merger HippoRx Merger) and the other transactions contemplated by this Agreementhereby, (iii) directing that the unanimously resolved to recommend approval and adoption of this Agreement be submitted to a vote (including the HippoRx Merger) by the sole stockholder of the stockholders of the Company at the Stockholder Meeting HippoRx and (iv) recommending adoption unanimously determined that if the Effective Time occurred on the date hereof, then the conditions set forth in Section 13.01(i)(ii) would be satisfied. Hippo, as sole stockholder of HippoRx as of the date hereof, has adopted this Agreement to (including the stockholders agreement of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to merger herein) and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby, including the HippoRx Merger, at a duly called stockholders meeting of HippoRx (and not by action by written consent in lieu of a meeting).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Rhino and its Subsidiaries of the Company of this Agreement Transaction Agreements to which they are or will be party, and the consummation by the Company Rhino and its Subsidiaries of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, thereby are within Rhino’s and its applicable Subsidiaries’ corporate or other powers and have been duly authorized by all necessary corporate or other action on the part of the Company Rhino and no other corporate proceedings on the part such Subsidiaries of the Company or its Subsidiaries pursuant Rhino. Each Transaction Agreement to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company which Rhino or any of its Subsidiaries is necessary to consummate the transactions contemplated herebyor will be a party constitutes, except for approvals that would not be material to the Company and its Subsidiariesor will when executed constitute, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Rhino and each such Subsidiary that is a party thereto, enforceable against the Company Rhino and each such Subsidiary in accordance with its terms, except (i) as such enforceability the same may be limited by applicable bankruptcy, insolvency, moratorium and other or similar Applicable Laws laws of general application relating to or affecting creditors’ rights generally and (ii) for the limitations imposed by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At meetings duly called and held, each of Rhino’s and Rhino Parent Sub’s Boards of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Rhino’s stockholders, (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby and (iii) unanimously determined that if the Effective Time occurred on the date hereof, then the conditions set forth in Sections 13.01(j)(ii) and 13.01(j)(iii) would be satisfied. No vote of the holders of any outstanding capital stock of Rhino or Rhino Parent Sub is necessary in connection with the consummation of the transactions contemplated by the Transaction Agreements. (c) At a meeting duly called and held, prior to the execution RhinoRx’s Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors has (i) determining and declaring unanimously determined that this Agreement, Agreement (including the Merger RhinoRx Merger) and the other transactions contemplated by this Agreement hereby are advisable and fair to and in the best interests of the Company’s stockholdersstockholder of RhinoRx, (ii) approving unanimously approved and adopted this Agreement (including the execution, delivery and performance of this Agreement, the Merger RhinoRx Merger) and the other transactions contemplated by this Agreementhereby, (iii) directing that the unanimously resolved to recommend approval and adoption of this Agreement be submitted to a vote (including the RhinoRx Merger) by the sole stockholder of the stockholders of the Company at the Stockholder Meeting RhinoRx and (iv) recommending adoption unanimously determined that if the Effective Time occurred on the date hereof, then the conditions set forth in Section 13.01(j)(i) would be satisfied. Rhino Parent Sub, as sole stockholder of RhinoRx as of the date hereof, has adopted this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby, including the RhinoRx Merger, at a duly called stockholders meeting of RhinoRx (and not by action by written consent in lieu of a meeting).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby are within the Company’s corporate powers and, except for obtaining the Stockholder Approvalapproval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Stock is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (such vote, the “Company Stockholder Approval”). No other vote or approval of any class or series of securities of Assuming the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Parent the other parties hereto, this Agreement and Merger Sub, each of the other Transaction Documents to which the Company is a party constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its termsterms (subject, except as such enforceability may be limited by in the case of enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by to general principles of specific performance, injunctive relief and other equitable remediesequity). (b) At a meeting duly called and held, prior to a special committee (the execution “Special Committee”) of this Agreement, the Company Company’s Board unanimously duly adopted resolutions of Directors (the “Board of Directors”) and the Board of Directors (acting on the recommendation of the Special Committee) has (i) determining and declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the executionunanimously approved, delivery adopted and performance of declared advisable this Agreement, the Merger Agreement and the other Transaction Documents to which the Company is a party and the transactions contemplated by this Agreement, hereby and thereby and (iii) directing that the unanimously resolved, subject to Section 6.03, to recommend approval and adoption of this Agreement be submitted to a vote of the by its stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (such recommendation, the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining hereby are within the Stockholder Approval, Company’s corporate power and authority and have been duly authorized by all necessary corporate action on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and no other corporate proceedings on filing the part Certificate of Merger with the Secretary of State of the Company or its Subsidiaries pursuant to State of Delaware as required by the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the MergerDGCL. The Company Stockholder Approval is the only vote of the holders of any class shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement, approve the Merger Agreement and consummate the Merger and under applicable Law or the other transactions contemplated hereby is the affirmative vote (in person certificate of incorporation or by proxy) of holders of a majority in voting power bylaws of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeCompany. This Agreement has been duly and validly executed and delivered by the Company andCompany, assuming due authorization, execution and delivery by Parent and Merger SubSub Inc., constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performanceequity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, injunctive relief and other equitable remedies. (b) At at a meeting duly called and held, prior has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the execution of terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring direct that this Agreement, Agreement be submitted to the Merger holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that the adoption of this Agreement be submitted to a vote the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the stockholders of the Company at the Stockholder Meeting Support Agreements is in full force and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have effect and has not been rescinded, modified or withdrawn, except as permitted withdrawn in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyway.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining any required approval by the Company’s stockholders (the “Company Stockholder Approval”) in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on action. Assuming the part accuracy of the Company representations and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the executionwarranties set forth in Section 4.17, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, Stock in favor of the “Stockholder Approval”). No other adoption of this Agreement is the only vote or approval of the holders of any class or series of securities of the Company Company’s capital stock or the capital stock of any of its Subsidiaries is necessary to consummate in connection with consummation of the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeMerger. This Agreement has been duly executed and delivered by the Company and, assuming Assuming due authorization, execution and delivery of this Agreement by Parent Xxxxxx and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws of general applicability relating to or affecting creditors’ rights generally and by to general equity principles of specific performance(whether considered in a proceeding in equity or at law) (collectively, injunctive relief and other equitable remedies“Creditors’ Rights”). (b) At The Board of Directors of the Company, at a meeting duly called and held, held on or prior to the execution date of this Agreement, the Company Board has unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Merger) are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of approved this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby (including the Merger), (iii) directing directed that the adoption of this Agreement be submitted to a vote of the stockholders holders of the Company at the Stockholder Meeting Common Stock, and (iv) recommending resolved (subject to Section 5.2 and Section 7.8) to recommend the adoption of this Agreement to by the stockholders holders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyCommon Stock.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the receipt of the Stockholder ApprovalApprovals (as defined below), to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Mergertransactions contemplated by this Agreement (other than the obtaining of the Stockholder Approvals). The only affirmative vote of holders of any class of capital stock of (i) the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, voting together as a single class (it being understood that each holder of Series B Preferred Stock or Series C Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock into which such shares of Series B Preferred Stock or Series C Preferred Stock held by such holder are convertible as of the record date for such vote, pursuant to the terms of the Series B Certificate of Designation and the Series C Certificate of Designation, respectively) (the “Company Stockholder Approval”) and (ii) the holders of a majority of the outstanding shares of Company Common Stock not beneficially owned by Elevation or any of its “12b-2 Affiliates” (as such term is defined in the Company Charter) (the “Non-Elevation Stockholder Approval,” and together with the Company Stockholder Approval, the “Stockholder ApprovalApprovals”). No other vote or approval ) are the only votes of the holders of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated herebyCompany’s capital stock necessary, except for approvals that would not be material pursuant to the terms of Applicable Law, the Company and its SubsidiariesCharter, taken as a wholethe Series B Certificate of Designation, the Series C Certificate of Designation or otherwise, in connection with the consummation of the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Subeach of the other parties hereto, constitutes a legal, valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously Board, by resolutions duly adopted at such meeting (which resolutions have not as of the date hereof been subsequently rescinded, modified or withdrawn in any substantive way) has (i) determining and declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company’s stockholdersholders of the Company Common Stock, (ii) approving the executionunanimously approved, delivery adopted and performance of declared advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby, (iii) directing that the unanimously resolved, subject to Section 6.03(b), to recommend approval and adoption of this Agreement be submitted to a vote of the by its stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (such recommendation, the “Company Board Recommendation”), (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement and the transactions contemplated hereby (a copy of which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The amendment was provided to Parent by the Company is not party prior to the date of this Agreement) and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has (v) taken all action necessary action so that to exempt the Merger, this Agreement and the Voting Agreement and the transactions contemplated thereby from Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyDelaware Law.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company Parent, Bidco and each Merger Sub of this Agreement and the consummation by the Company Parent, Bidco and each Merger Sub of the Merger and the other transactions contemplated by this AgreementAgreement are within the corporate powers and authority of Parent, Bidco and each Merger Sub and, except for obtaining the Stockholder ApprovalParent Shareholder Approval and the adoption of this Agreement by the sole stockholders of Bidco and Merger Sub I and the approval of this Agreement by the sole member of Merger Sub II, have been duly authorized by all necessary corporate action on the part of the Company Parent, Bidco and no other corporate proceedings on the part each Merger Sub. The affirmative vote of at least a majority of the Company or its Subsidiaries pursuant votes cast by the holders of outstanding Parent Ordinary Shares at a duly convened and held meeting of Parent’s shareholders at which a quorum is present approving the transactions contemplated by this Agreement (including, if required with respect to the DGCL are necessary to authorize issuance of Parent ADSs in connection with the execution, delivery and performance of this Agreement or to consummate First Merger (the Merger. The “Parent ADS Issuance”)) is the only vote of the holders of any class of Parent’s capital stock necessary in connection with the consummation of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote Mergers (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Parent Shareholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company andeach of Parent, Bidco and each Merger Sub and (assuming due authorization, execution and delivery by Parent and Merger Sub, the Company) constitutes a valid valid, legal and binding agreement of the Company each of Parent, Bidco and each Merger Sub enforceable against the Company Parent, Bidco and each Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesEquity Exceptions). (b) At a meeting duly called convened and held, prior to the execution Board of Directors (or a duly authorized committee of the Board of Directors) of Parent unanimously adopted resolutions that (i) this Agreement and the transactions contemplated hereby will most likely promote the success of Parent for the benefit of its shareholders as a whole, (ii) approved this Agreement and the transactions contemplated hereby, (iii) resolved that the approval of this AgreementAgreement and the transactions contemplated hereby be submitted to a vote at a meeting of Parent’s shareholders and (iv) resolved to recommend the approval of the transactions contemplated by this Agreement by Parent’s shareholders (such recommendation, the Company “Parent Board Recommendation”). (c) The Boards of Directors of Bidco and Merger Sub I have unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Mergers) are advisable fair to and in the best interests of the Company’s such companies and their respective stockholders, (ii) approving the executionapproving, delivery adopting and performance of declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby (including the Mergers), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of the their respective stockholders of the Company at the Stockholder Meeting or member, as applicable, and (iv) recommending approval and adoption of this Agreement to the by their respective stockholders or member, as applicable. (d) The Board of the Company Directors of Merger Sub II has unanimously adopted resolutions (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so i) determining that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or and the transactions contemplated herebyhereby (including the Mergers) are fair to and in the best interests of such Merger Sub and its sole member, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Mergers), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of such Merger Sub II’s sole member, and (iv) recommending approval and adoption of this Agreement by Merger Sub II’s sole member.

Corporate Authorization. (a) The Company Each of Parent and Merger Sub has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approval, perform its obligations hereunder and to consummate the Merger and the other transactions to which it is a party contemplated by this Agreementhereby. The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions to which it is a party contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly authorized and approved by all necessary corporate or other similar action on the part of Parent and Merger Sub, and no other corporate action on the part of the Company and no other corporate proceedings on the part of the Company Parent or its Subsidiaries pursuant to the DGCL Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary transactions to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby which it is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions party contemplated hereby, except for approvals that would not be material consummation of the Merger is subject to the Company and its Subsidiaries, taken as a wholeeffectiveness of the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming due authorizationpower and authority of, and due execution and delivery by Parent and Merger Subby, the Company, constitutes a valid and binding agreement obligation of the Company Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium subject to the Bankruptcy and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesEquity Exception. (b) At The respective Boards of Directors of Parent and Merger Sub, each at a meeting duly called and heldheld and at which a quorum of directors was present, prior to the execution of this Agreement, the Company Board unanimously have by resolutions duly adopted resolutions unanimously (i) determining and declaring determined that this Agreement, Agreement and the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of Parent and Merger Sub, respectively, and declared the Company’s stockholdersMerger to be advisable, (ii) approving approved and adopted this Agreement and the plan of merger herein providing for the Merger, upon the terms and subject to the conditions set forth herein and (iii) approved the execution, delivery and performance by Parent or Merger Sub, as the case may be, of this Agreement and the consummation of the transactions to which Parent or Merger Sub, as the case may be, is a party contemplated hereby, upon the terms and subject to the conditions set forth herein. (c) Parent, as the sole stockholder of Merger Sub as of the date of this Agreement, the Merger and the other transactions contemplated by has adopted this Agreement, (iii) directing that the adoption of this Agreement be submitted to a . No other vote of the stockholders holders of any class or series of capital stock of Parent or Merger Sub is required by Law, the Company at Constituent Documents of Parent or Merger Sub or otherwise for Parent and Merger Sub to issue the Stockholder Meeting and (iv) recommending adoption shares of this Agreement Parent Common Stock representing the Merger Consideration or to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or otherwise consummate the transactions to which they are a party contemplated hereby.

Corporate Authorization. (a) The Company MTI has all the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the MTI Stockholder Approval, to consummate the MTI Merger and the other transactions contemplated by this Agreementhereby and to perform its obligations hereunder. The execution, delivery and performance by the Company MTI of this Agreement Agreement, and the consummation by the Company MTI of the MTI Merger and the other transactions contemplated hereby, have been duly and validly authorized by this Agreementthe MTI Board and, except for obtaining the MTI Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL MTI are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of to perform its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeobligations hereunder. This Agreement has been duly and validly executed and delivered by the Company MTI and, assuming due authorizationthis Agreement constitutes the legal, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company EVI, Parent, Merger Sub E, and Merger Sub M, constitutes a legal, valid and binding agreement of MTI, enforceable against the Company MTI in accordance with its terms, except as such to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At The MTI Board (at a meeting or meetings duly called and held, prior to the execution at which all directors of this Agreement, the Company Board MTI were present or participated and voted) has unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger MTI Merger, and the other transactions contemplated by this Agreement hereby are advisable and in the best interests of the CompanyMTI’s stockholders, (ii) approving the execution, delivery and performance of declaring advisable this Agreement, the MTI Merger and the other transactions contemplated by this Agreement, (iii) declaring that the MTI Merger Consideration to be paid to MTI’s stockholders is fair to such stockholders, (iv) resolving to recommend adoption of this Agreement by the stockholders of MTI and (v) directing that the adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby be submitted to a vote of the MTI’s stockholders at MTI Stockholder Meeting, and, as of the Company at the Stockholder Meeting and (iv) recommending adoption date of this Agreement to the stockholders of the Company (the “Company Recommendation”)Agreement, which such resolutions have not been subsequently rescinded, modified or withdrawn, except as permitted withdrawn in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyway.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining the Company Stockholder ApprovalApproval in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in of the voting power of the outstanding shares of Company Common Stock, voting together as a single class Stock is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (such vote, the “Company Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company Assuming due and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due valid authorization, execution and delivery of this Agreement by Parent and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity). (b) At a meeting duly called and held, prior to the execution Company’s Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors has (i) determining and declaring that unanimously declared this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement are advisable hereby advisable, fair to and in the best interests of the Company’s Company and its stockholders, (ii) approving the executionunanimously approved, delivery adopted and performance of declared advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby, (iii) directing that the unanimously resolved to recommend approval and adoption of this Agreement by the Company’s stockholders (such recommendation, the “Company Board Recommendation”) (iv) directed that this Agreement be submitted to a vote the Company’s stockholders for approval and adoption; (v) determined that all unvested shares of restricted stock will vest immediately prior to the stockholders of the Company at the Stockholder Meeting Effective Time; and (ivvi) recommending adoption determined that all shares of this Agreement restricted stock shall be eligible to vote with respect to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyMerger.

Corporate Authorization. (a) The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approval, perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby subject, in the case of the Merger, to obtaining the affirmative vote of the stockholders of the Company representing a majority of the votes eligible to be cast by such holders approving the Merger and adopting this Agreement at a stockholders meeting duly called and held for such purpose (the other transactions contemplated by this Agreement“Requisite Stockholder Vote”). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions to which it is a party contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized and approved by all necessary the Board of Directors of the Company, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to the Requisite Stockholder Vote, and no other corporate proceedings on to the part effectiveness of the Certificate of Merger with the Secretary of State of the State of Delaware. (b) The Board of Directors of the Company, at a meeting duly called and held and at which a quorum of directors was present, has by resolutions duly adopted unanimously (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company or and its Subsidiaries pursuant stockholders and declared the Merger to be advisable, (ii) approved and adopted this Agreement and the plan of merger herein providing for the Merger, upon the terms and subject to the DGCL are necessary to authorize conditions set forth herein, (iii) approved the execution, delivery and performance by the Company of this Agreement or and the consummation of the transactions to consummate which it is a party contemplated hereby, upon the Merger. The only vote terms and subject to the conditions set forth herein and (iv) resolved, subject to Section 6.3, to recommend approval of holders each of any class of capital stock the matters constituting the Requisite Stockholder Vote by the stockholders of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such voterecommendation, the “Stockholder ApprovalCompany Board Recommendation”). No other vote or approval of any class or series of securities of ) and that such matters and recommendation be submitted for consideration at the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due authorizationpower and authority of, and due execution and delivery by Parent and Merger Subby, the other parties, constitutes a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, moratorium and other fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting creditors’ the rights of creditors generally and by general principles the availability of specific performance, injunctive relief and other equitable remedies. remedies (bregardless of whether such enforceability is considered in a proceeding in equity or at law) At a meeting duly called and held, prior to the execution of this Agreement(together, the Company Board unanimously duly adopted resolutions (i) determining “Bankruptcy and declaring that this Agreement, Equity Exception”). The Requisite Stockholder Vote is the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a only vote of the stockholders holders of any class or series of capital stock of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement necessary to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to adopt this Agreement or approve the transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this AgreementAgreement are within the corporate powers and authority of the Company and, except for obtaining the Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of at least a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Stock adopting this Agreement is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Mergers (such vote, the “Company Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, and (assuming due authorization, execution and delivery by Parent Parent, Bidco and each Merger Sub, ) constitutes a valid valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by remedies generally, and subject to general principles of specific performanceequity, injunctive relief regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the “Bankruptcy and other equitable remediesEquity Exceptions”)). (b) At a meeting duly called and held, prior to the execution Board of this Agreement, Directors of the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Mergers) are advisable fair to and in the best interests of the Company’s Company and its stockholders, (ii) approving the executionapproving, delivery adopting and performance of declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby (including the Mergers), (iii) directing that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company at the Stockholder Meeting Company’s stockholders, and (iv) recommending adoption of this Agreement to by the Company’s stockholders (such recommendation, the “Company Board Recommendation”). Except as permitted by Section 6.02, the Board of Directors of the Company (the “Company Recommendation”), which resolutions have has not been subsequently rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force withdrawn any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyforegoing resolutions.

Corporate Authorization. (a) The Company has all requisite Seller has, with respect to Section 5.10 and Article VIII, full corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger execute and the other transactions contemplated by deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by the Company Seller of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approvalwith respect to Section 5.10 and Article VIII, have been duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company additional corporate, shareholder or its Subsidiaries pursuant to the DGCL are necessary to authorize similar authorization or consent is required in connection with the execution, delivery and performance by Seller of this Agreement. (b) Without limiting Section 3.3(a), subject to the entry of the Confirmation Order and its effectiveness at the Closing, (i) Seller has full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, and to perform its obligations hereunder and thereunder and (ii) the execution, delivery and performance by Seller of this Agreement and each of the Ancillary Agreements to which it is a party have been duly and validly authorized and no additional corporate, shareholder or similar authorization or consent is required in connection with the execution, delivery and performance by Seller of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary Ancillary Agreements to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby which it is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesparty. (bc) Each Affiliate of Seller has or prior to the Closing will have, subject to the entry of the Confirmation Order and its effectiveness at the Closing, full corporate, partnership or similar power and authority to execute and deliver each Ancillary Agreement or Closing document to which it is (or will be) a party and to perform its obligations thereunder. Subject to the entry of the Confirmation Order, the execution, delivery and performance by each Affiliate of Seller of each Ancillary Agreement or Closing document to which it is (or will be) a party has been or prior to the Closing will have been duly and validly authorized, and no additional corporate authorization or consent is or will be required in connection with the execution, delivery and performance by any Affiliate of Seller of the Ancillary Agreements or Closing documents to which such Affiliate is (or will be) a party or signatory. (d) At a meeting duly called and held, prior to the execution Board and the board of this Agreement, directors (or similar governing body) of each Asset Transferring Subsidiary (other than the Company Board unanimously duly adopted resolutions Tele-Media Entities (without limiting Section 5.6(h))) has by the requisite vote (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transaction are advisable and in the best interests of the Company’s stockholdersSeller, such Asset Transferring Subsidiaries and their respective stakeholders, (ii) approving the execution, delivery approved and performance of adopted this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement, (iii) directing that resolved to cause each Asset Transferring Subsidiary to perform its obligations under the adoption of this Agreement be submitted Ancillary Agreements to which it is (or will be) a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyparty.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and Transactions contemplated hereby are within the other transactions contemplated by this AgreementCompany’s corporate powers and, except for obtaining any required approval of the Stockholder ApprovalCompany’s shareholders in connection with the consummation of the Merger, have been duly authorized by all necessary requisite corporate action on the part of the Company and no other corporate proceedings on the part Company. The separate affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares Shares (if required by Michigan Law) is the only vote of Company Common Stock, voting together as a single class the holders of any of the Shares required in connection with the consummation of the Merger (such vote, the “Company Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as that such enforceability may be limited by enforcement is subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Applicable Laws Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights and remedies generally and by (ii) the effect of general equitable principles and the discretion of specific performance, injunctive relief and other equitable remediesthe court before which any proceeding therefor may be brought. (b) At a meeting duly called and held, prior to the execution Board of Directors has (i) determined that this Agreement, and the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreementterms of the Offer, the Merger and the other transactions contemplated by this Agreement Transactions are advisable fair to and in the best interests of the Company’s stockholdersCompany and its shareholders, (ii) approving the execution, delivery approved and performance of adopted this Agreement, the Merger Agreement and the other transactions Transactions contemplated by hereby, including the Offer and the Merger, and (subject to 6.04(d)) declared this AgreementAgreement advisable, in accordance with the requirements of Michigan Law, (iii) directing that resolved (subject to Section 6.04(d)) to recommend acceptance of the Offer and, if necessary, adoption and approval of this Agreement be submitted to a vote of by the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders shareholders of the Company (clauses (i), (ii) and (iii), collectively, the “Company Board Recommendation”), which resolutions have not been rescinded(iv) authorized and approved the Top-Up Option and the issuance of the Top-Up Shares thereunder subject to 1.04(b), modified or withdrawn, except as permitted (v) rendered the limitations on business combinations contained in Section 6.03. The Company is 780 of the MBCA inapplicable to the Offer, this Agreement and the Transactions contemplated hereby and thereby, and (vi) elected that the Offer, the Merger, this Agreement and the Transactions contemplated hereby, to the extent of the Board of Directors’ power and authority and to the extent permitted by Law, not party to and does not have in force be subject to any stockholder rights agreement or “poison pillmoratorium,” “control share acquisition,” “business combination,” “fair price” or similar other form of anti-takeover agreement or plan. The Company Board has taken all necessary action so laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law may purport to be applicable to the Company does notOffer, and will notthe Merger, apply to this Agreement Agreement, or the transactions Transactions contemplated herebyhereby and thereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize this Agreement, the execution, delivery and performance of this Agreement Offer or the Merger or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material subject, with respect to the Merger, to receipt of the Company and its Subsidiaries, taken as a wholeStockholder Approval if required by Applicable Law. This Agreement has been duly executed and delivered The Company Stockholder Approval (if required by the Company and, assuming MGCL) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. Assuming due authorization, execution and delivery hereof by Parent, Ultimate Parent and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreementhereby, (iii) directing taking all actions necessary so that the adoption restrictions on business combinations and stockholder vote requirements contained in the Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply with respect to or as a result of the Merger, this Agreement, the Tender and Support Agreements and the transactions contemplated hereby and thereby, and (iv) making the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way. (c) Assuming accuracy of the representations and warranties of Parent in Section 6.07, no party to this Agreement be submitted to is an “interested stockholder” of the Company as defined in Section 3-601 of the MGCL. No provision of the Company’s articles of incorporation or bylaws requires a vote of the stockholders of the Company at to approve the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyOffer.

Corporate Authorization. (a) The Company EVI has all the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the EVI Stockholder Approval, to consummate the EVI Merger and the other transactions contemplated by this Agreementhereby and to perform its obligations hereunder. The execution, delivery and performance by the Company EVI of this Agreement Agreement, and the consummation by the Company EVI of the EVI Merger and the other transactions contemplated hereby, have been duly and validly authorized by this Agreementthe EVI Board and, except for obtaining the EVI Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL EVI are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of to perform its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeobligations hereunder. This Agreement has been duly and validly executed and delivered by the Company EVI and, assuming due authorizationthis Agreement constitutes the legal, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of MTI, the Company Parent, Merger Sub E, and Merger Sub M constitutes a legal, valid and binding agreement of EVI, enforceable against the Company EVI in accordance with its terms, except as such to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At The EVI Board (at a meeting or meetings duly called and held, prior to the execution at which all directors of this Agreement, the Company Board EVI were present or participated and voted or by written consent) has unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger EVI Merger, and the other transactions contemplated by this Agreement hereby are advisable and in the best interests of the CompanyEVI’s stockholders, (ii) approving the execution, delivery and performance of declaring advisable this Agreement, the EVI Merger and the other transactions contemplated by this Agreement, (iii) declaring that the EVI Merger Consideration to be paid to EVI’s stockholders is fair to such stockholders, (iv) resolving to recommend adoption of this Agreement by the stockholders of EVI (the “EVI Board Recommendation”) and (v) directing that the adoption of this Agreement Agreement, the EVI Merger and the other transactions contemplated hereby be submitted to a vote of EVI’s stockholders at the stockholders EVI Stockholder Meeting, and, as of the Company at the Stockholder Meeting and (iv) recommending adoption date of this Agreement to the stockholders of the Company (the “Company Recommendation”)Agreement, which such resolutions have not been subsequently rescinded, modified or withdrawn, except as permitted withdrawn in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyway.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is or will be party and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby are within the corporate powers of the Company, except for obtaining the Stockholder Approval, and have been duly authorized by all necessary corporate action on action, except with respect to the part approval of the Company and no other corporate proceedings on Stockholders that is being obtained immediately following the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeexecution hereof. This Agreement has been duly executed and delivered by each Transaction Document to which the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, is or will be party constitutes or will constitute a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws of general applicability relating to or affecting creditors’ rights generally rights, and by to general equitable principles of specific performance, injunctive relief and other equitable remedies(the “Bankruptcy Exception”). (b) At The Company’s Board of Directors, at a meeting duly called and heldheld or by unanimous written consent, prior to the execution of this Agreementand not subsequently rescinded or modified in any way, the Company Board unanimously has duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger Transaction Documents to which the Company is or will be party and the other transactions contemplated by this Agreement hereby and thereby (including the Merger) are advisable fair to and in the best interests of the Company’s stockholdersCompany Stockholders, (ii) approving the execution, delivery approved and performance of adopted this Agreement, the Merger Transaction Documents to which the Company is or will be party and the other transactions contemplated by hereby and thereby (including the Merger) and declared this Agreement, Agreement advisable and (iii) directing recommended that the Company Stockholders vote in favor of the adoption of this Agreement be submitted and the Transaction Documents to a vote of the stockholders of which the Company at the Stockholder Meeting is or will be party and (iv) recommending adoption in favor of this Agreement all other actions necessary to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or consummate the transactions contemplated herebyhereby and thereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company's corporate powers and, except for obtaining the Stockholder Approvalrequired approval of the Company's stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, Stock is the “Stockholder Approval”). No other only vote or approval of the holders of any class or series of securities of the Company or any of its Subsidiaries is Company's capital stock necessary to consummate approve the Merger, this Agreement and the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by Parent and Merger SubSubsidiary, constitutes a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as that such enforceability (i) may be limited by applicable bankruptcy, insolvency, moratorium and or other similar Applicable Laws laws affecting or relating to the enforcement of creditors’ ' rights generally and by (ii) is subject to general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At Prior to the execution and delivery of this Agreement, at a meeting duly called and held, prior the special committee of independent directors of the Board of Directors of the Company (the "SPECIAL COMMITTEE") has (i) unanimously approved and adopted the Merger and this Agreement and the transactions contemplated hereby and (ii) unanimously resolved to recommend that the full Board of Directors of the Company approve and adopt the Merger and this Agreement and the transactions contemplated hereby and recommend approval and adoption of the Merger and this Agreement and the transactions contemplated hereby by the Company's stockholders. (c) Prior to the execution and delivery of this Agreement, at a meeting duly called and held, the Company Company's Board unanimously duly adopted resolutions of Directors has (i) determining approved and declaring that this Agreement, adopted the Merger and this Agreement and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholdershereby, (ii) approving the execution, delivery resolved to recommend approval and performance adoption of this Agreement, the Merger and this Agreement by the other transactions contemplated by this Agreement, Company's stockholders and (iii) directing directed that the adoption of this Agreement be submitted to a vote of the Company's stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyfor their approval.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and and, assuming the accuracy of the representation in the last sentence of Section 5.08(a), performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, assuming the accuracy of the representation in the last sentence of Section 5.08(a) and except for obtaining the Stockholder receipt of the Company Shareholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. Assuming the accuracy of the representation in the last sentence of Section 5.08(a), the Company Shareholder Approval is the only vote of the holders of any Company Securities necessary to approve and adopt this Agreement and to consummate the Merger. Assuming the accuracy of the representation in the last sentence of Section 5.08(a), no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material other than the Company Shareholder Approval and the filing of the Articles of Merger pursuant to the MIBCA. The Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger SubSub and assuming the accuracy of the representation in the last sentence of Section 5.08(a), this Agreement constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar Applicable Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of specific performanceequitable remedies in any Legal Action (collectively, injunctive relief and other equitable remediesthe “Enforceability Exceptions”)). (b) The Special Committee has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to, and in the best interests of, the Unaffiliated Shareholders, and (B) recommended that the Board of Directors (i) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Unaffiliated Shareholders, (ii) declare this Agreement and the transactions contemplated hereby, including the Merger, advisable, (iii) authorize and approve this Agreement, the execution and delivery by the Company of this Agreement, the performance by the Company of the covenants and agreements contained herein and the consummation of the Merger and the other transactions contemplated hereby upon the terms and subject to the conditions contained herein and (iv) recommend that the Company’s shareholders vote to approve and adopt this Agreement in accordance with the MIBCA. (c) At a meeting duly called and held, prior to the execution Board of this Agreement, Directors (acting in accordance with the Company Board unanimous recommendation of the Special Committee) has unanimously duly adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Unaffiliated Shareholders, (ii) declaring that this Agreement and the transactions contemplated hereby, including the Merger, advisable, (iii) authorizing and approving this Agreement, the execution and delivery by the Company of this Agreement, the performance by the Company of the covenants and agreements contained herein and the consummation of the Merger and the other transactions contemplated by this Agreement are advisable hereby upon the terms and in subject to the best interests of the Company’s stockholdersconditions contained herein, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iiiiv) directing that the adoption of this Agreement be submitted to the Company’s shareholders for approval, and notice and a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption copy of this Agreement shall be given to all shareholders of record whether or not entitled to vote, and (v) recommending that the stockholders of Company’s shareholders vote to approve and adopt this Agreement in accordance with the Company MIBCA (such recommendation, the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except withdrawn as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebydate hereof.

Corporate Authorization. (a) The Company has all requisite corporate power execution, delivery and authority to enter into performance by Purchaser of this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other consummation by Purchaser of the transactions contemplated hereby have been duly and validly authorized by this Agreementthe Board of Directors of Purchaser. The execution, delivery and performance by the Company Parent of this Agreement and the consummation by the Company Parent of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized by all necessary the Board of Directors of Parent. No corporate action proceedings other than those previously taken or conducted on the part of the Company Purchaser and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL Parent are necessary to authorize the execution, delivery and performance of approve this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly and validly executed and delivered by the Company Purchaser and Parent and, assuming the due authorization, and valid execution and delivery of this Agreement by Parent and Merger Subthe Company, constitutes a legal, valid and binding agreement of the Company Purchaser and Parent enforceable against the Company Purchaser and Parent in accordance with its terms, except as such enforceability may be limited by bankruptcythe Enforceability Exceptions and will not (a) result in any loss, insolvencyor suspension, moratorium and limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other similar Applicable Laws affecting creditors’ rights generally and by general principles than Permitted Liens, in each case, upon any of specific performancethe properties or assets of Parent or any of its Subsidiaries, injunctive relief and other equitable remedies. except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; or (b) At a meeting duly called and held, prior to the execution conflict with or result in any violation of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests any provision of the Company’s stockholderscertificate of incorporation or bylaws or other equivalent organizational document, (ii) approving the executionin each case as amended or restated, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL Parent or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyof its Subsidiaries.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement the Transaction Agreements and the Warrants and the consummation by the Company of the Merger transactions contemplated thereby are within the Company's corporate powers and, except for corporate authorizations and the other transactions actions contemplated by this Agreement, except for obtaining Agreement to occur subsequent to the Stockholder Approvaldate hereof and prior to Closing, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeCompany. This Agreement has been duly constitutes, and, when executed and delivered by the Company andparties thereto, assuming due authorizationthe Investor Rights Agreement will constitute, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability the indemnification obligation of the Company under the Investor Rights Agreement may be limited by bankruptcy, insolvency, moratorium applicable law and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesexcept for the Enforceability Exceptions. (b) At a meeting duly called The Warrants, when executed and held, prior to delivered in accordance with the execution terms of this Agreement, will constitute valid and binding obligations of the Company Board unanimously duly adopted resolutions Company. (ic) determining The Shares, when issued and declaring that delivered to and paid for by each Investor pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and such Shares are free of preemptive or similar rights except as set forth in this Agreement. The Common Shares to be reserved for issuance upon exercise of the Merger Warrants or conversion of the Shares, as the case may be, have been, or prior to the Closing will be, duly authorized by the Company and reserved for issuance upon such exercise or conversion and, when issued upon such exercise or conversion in accordance with the other transactions contemplated by this Agreement are advisable terms of the Warrants or the Shares, as the case may be, will have been validly issued, fully paid and non-assessable, and such Common Shares will be free of preemptive or similar rights except as set forth in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Investor Rights Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to (i) enter into and deliver this Agreement andAgreement, (ii) subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this AgreementAgreement and (iii) perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on Company. Assuming the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by Parent Xxxxxx and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board Special Committee unanimously duly adopted resolutions (iA) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable advisable, fair to and in the best interests of the Company and the Unaffiliated Company Stockholders, (B) recommending that the Company Board determine that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) approving the execution, delivery stockholders and performance of adopt and approve this Agreement, the Merger and the other transactions contemplated by this Agreement, and (C) recommending that, subject to approval by the Company Board, the Company Board submit this Agreement to the Company’s stockholders entitled to vote thereon for adoption thereby and resolve to recommend that such stockholders adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger (the “Special Committee Recommendation”). Thereafter, the Company Board, upon the unanimous recommendation of the Special Committee, unanimously duly adopted resolutions (i) determining that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) adopting and approving this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) directing that the adoption of this Agreement be submitted to a the Company’s stockholders entitled to vote of the thereon for adoption thereby and resolving to recommend that such stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of adopt this Agreement to and approve the stockholders of transactions contemplated by this Agreement, including the Company Merger (the “Company Recommendation”), which resolutions have not been rescinded, modified . (c) The only votes or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 actions of holders of capital stock of the DGCL Company, or any similar anti-takeoverclass or series of capital stock of the Company, moratorium, or “control share” law applicable necessary to adopt this Agreement are (i) the adoption of this Agreement by the holders of a majority of the voting power of the outstanding shares of capital stock of the Company does notentitled to vote thereon, voting as a single class, (ii) the adoption of this Agreement by the holders of a majority of the voting power of the outstanding shares of capital stock of the Company held by the Unaffiliated Company Stockholders entitled to vote thereon, voting as a single class, and will not(iii) the approval of the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, apply to this Agreement each voting separately as a class (such votes or actions, collectively, the transactions contemplated hereby“Stockholder Approval”).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and any Ancillary Agreements to which such Person is or is specified to be a party, and the consummation by Parent and Merger Sub of the Company Transactions, are within the corporate powers of each of Parent and Merger Sub and, except for the Parent Stockholder Approval and the required approval and adoption of the Merger and Agreement by the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approvalstockholder of Merger Sub, have been duly authorized by all necessary corporate action on the part of the Company Parent and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the MergerMerger Sub. The only affirmative vote of (i) a majority of all votes cast by holders of any class outstanding shares of capital stock Parent Common Stock at a duly called and held meeting of Parent’s stockholders at which a quorum is present approving the Company necessary to adopt this Agreement, approve issuance of shares of Parent Common Stock in connection with the Merger (the “Parent Share Issuance”) and consummate (ii) the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Parent Common Stock, voting together as a single class Stock approving the Parent Charter Amendment are the only votes of the holders of Parent’s capital stock necessary in connection with the consummation of the Merger (such votecollectively, the “Parent Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and each of the Company andAncillary Agreements to which Parent or Merger Sub is or is specified to be a party have been or will be duly executed and delivered by such Person, and (assuming due authorization, execution and delivery by Parent the other parties hereto and Merger Sub, thereto) each constitutes (or will constitute) a valid and binding agreement of the Company each of Parent and Merger Sub that is a party thereto enforceable against the Company such Person in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium terms (subject to the Bankruptcy and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesEquity Exceptions). (b) At a meeting duly called and held, prior to the execution Board of this Agreement, the Company Board Directors of Parent unanimously duly adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Parent Share Issuance and the Parent Charter Amendment) are fair to and in the best interests of Parent’s stockholders, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Parent Share Issuance and the Parent Charter Amendment), (iii) directing that the Parent Share Issuance and the Parent Charter Amendment be submitted to a vote at a meeting of Parent’s stockholders and (iv) recommending approval of the Parent Share Issuance and the Parent Charter Amendment by Parent’s stockholders (such recommendation, the “Parent Board Recommendation”). The Board of Directors of Merger Sub has unanimously adopted resolutions (i) determining that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Merger) are advisable fair to and in the best interests of the Company’s stockholderssole stockholder of Merger Sub, (ii) approving the executionapproving, delivery adopting and performance of declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby (including the Merger), (iii) directing that the adoption of this Agreement be submitted to a vote for approval and adoption by the sole stockholder of the stockholders of the Company at the Stockholder Meeting Merger Sub, and (iv) recommending approval and adoption of this Agreement to (including the stockholders Merger) by the sole stockholder of Merger Sub. Except as permitted by ‎Section 7.02, the Company (the “Company Recommendation”), which resolutions have not been Board of Directors of neither Parent nor Merger Sub has subsequently rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force withdrawn any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyforegoing resolutions.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining the Company Stockholder ApprovalApproval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, have been duly authorized by all necessary no other corporate action not previously taken on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are is necessary to authorize the execution, execution and delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of by the Company necessary to adopt of this Agreement, approve the Merger performance by the Company of its covenants and consummate the Merger obligations hereunder and the other consummation of the transactions contemplated hereby is the hereby. The affirmative vote (in person or by proxy) of the holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Shares to vote at the Company Stockholders Meeting on the adoption of this Agreement (such vote, the “Company Stockholder Approval”). No other ) is the only vote or approval of the holders of any class of the Company’s capital stock required by Applicable Law or series of securities under the organizational documents of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to hereby (including the Merger). The Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar Applicable Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of specific performance, injunctive relief and other equitable remedies, whether at law or in equity (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, prior to the execution Board of this Agreement, the Company Board Directors has unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company and the Company’s stockholders, and declared it advisable to enter into this Agreement and consummate the transactions contemplated hereby upon the terms and subject to the conditions set forth herein, (ii) approving approved the execution, execution and delivery and performance of this AgreementAgreement by the Company, the Merger performance by the Company of its covenants and other obligations hereunder, and the other consummation of the transactions contemplated by this Agreementhereby upon the terms and conditions set forth herein, (iii) directing resolved to recommend that the Company’s stockholders adopt this Agreement in accordance with the DGCL and (iv) directed that the adoption of this Agreement be submitted to for consideration by the Company’s stockholders at a vote of the stockholders of the Company at the Stockholder Meeting and meeting thereof (iv) recommending adoption of this Agreement to the stockholders of the Company (such recommendation, the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the Voting Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby are within the Company’s corporate powers and, except for obtaining the Stockholder Approvalrequired approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Stock (such vote, the “Company Stockholder Approval”). No other ) is the only vote or approval of the holders of any class or series of securities of the Company or any Company’s capital stock necessary in connection with the consummation of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeMerger. This Agreement has been duly executed and delivered by the Company andAgreement, assuming due authorization, execution and delivery by Parent and Merger SubSubsidiary, constitutes and the Voting Agreement, assuming due authorization, execution and delivery by the stockholders party thereto, constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by their terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity). (b) At a meeting duly called and held, prior to as of the execution date of this Agreement, the Company Company’s Board unanimously duly adopted resolutions of Directors has (i) determining and declaring unanimously determined that this Agreement, the Merger Agreement and the other Voting Agreement and the transactions contemplated by this Agreement hereby and thereby are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery unanimously approved and performance of declared advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement, hereby and (iii) directing that the unanimously resolved, subject to Section 6.03(b), to recommend adoption of this Agreement be submitted to a vote of the by its stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (such recommendation, the “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to receipt of the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The executionexecution and delivery of this Agreement by the Company, delivery and the performance by the Company of this Agreement its obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is hereby, other than (a) the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Stock in favor of the adoption of this Agreement (such vote, the “Company Stockholder Approval”). No other vote or approval of any class or series of securities ) and (b) the filing of the Company or any Certificate of its Subsidiaries is necessary to consummate Merger with the transactions contemplated hereby, except for approvals that would not be material to Secretary of State of the Company and its Subsidiaries, taken as a wholeState of Delaware in accordance with Delaware Law. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent each of Parent, Merger Subsidiary and Merger SubSubsidiary Two, this Agreement constitutes a legal, valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to the effect of bankruptcy, insolvencyinsolvency (including all Applicable Laws relating to fraudulent transfers), reorganization, moratorium and other similar Applicable Laws relating to or affecting creditors’ rights generally or remedies and by the effect of general principles of specific performanceequity, injunctive relief whether considered in a proceeding in equity or at law and other equitable remediessubject to general principles of equity (the “Bankruptcy and Equity Exceptions”). (bi) At The Board of Directors of the Company, by resolutions duly adopted at a meeting duly called and held, prior to the execution has by unanimous vote of this Agreement, the Company Board unanimously duly adopted resolutions those present (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement provided for herein are advisable fair to and in the best interests of the Company’s stockholdersCompany and the Company Stockholders, (ii) approving approved this Agreement and declared its advisability and approved the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, hereby and (iii) directing resolved (subject to Section 6.04(b)) to recommend in accordance with Applicable Law that the holders of Company Stock vote in favor of the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power execution and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated delivery by this Agreement. The execution, delivery and performance by the Company Seller of this Agreement and each Ancillary Agreement, the performance by Seller of its obligations hereunder and thereunder and the consummation by the Company Seller of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby and thereby are within Seller's powers and have been duly authorized by all necessary requisite corporate action on the part of Seller, other than the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance adoption of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is by the affirmative vote (in person or by proxy) of holders consent of a majority in of (i) the voting power of the outstanding shares of Company Seller Common Stock, Stock and shares of Seller Preferred Stock entitled to vote thereon (voting together as a single class class), (such vote, ii) the “Stockholder Approval”). No other vote or approval outstanding shares of any class or series Seller Series A Preferred Stock and (iii) the outstanding shares of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. Seller Series B Preferred Stock. (b) This Agreement has been been, and at the Closing each Ancillary Agreement to which Seller will be a party will be, duly executed and delivered by the Company and, Seller. This Agreement (assuming due authorization, execution and delivery by Parent and Merger SubBuyer) constitutes, constitutes a and each Ancillary Agreement will constitute when executed and delivered by Seller, the legal, valid and binding agreement obligation of the Company Seller, enforceable against the Company Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (bc) At (i) the Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and heldheld on September 17, prior to 2002 (A) determined that the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable expedient and in the best interests of the Company’s stockholdersSeller and its Stockholders, (iiB) approving determined that this Agreement and the execution, delivery transactions contemplated by this Agreement should be approved and performance declared advisable and (C) resolved to recommend that the Board of Directors of Seller approve and declare the advisability of this Agreement and the transactions contemplated by this Agreement, and (iii) the Merger Board of Directors of Seller, at a meeting thereof duly called and held on September 17, 2002, by majority vote, in consideration of the advice of the Special Committee, (A) determined that the transactions contemplated by this Agreement are expedient and in the best interests of Seller and its Stockholders, (B) approved and declared advisable this Agreement and the other transactions contemplated by this Agreement, (iiiC) directing resolved to recommend that the Stockholders approve the transactions contemplated by this Agreement and adopt this Agreement and (D) established September 23, 2002 as the record date (the "RECORD DATE") for the taking of all action necessary to seek approval of the transactions contemplated by this Agreement and adoption of this Agreement be submitted to a by the requisite vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyStockholders.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to receipt of the affirmative vote of the holders of two-thirds of the outstanding shares of Company Common Stock in connection with the consummation of the Merger (the “Company Stockholder Approval”), to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger SubSubsidiary, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and equity). The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other equitable remediessecurities required in connection with the consummation of the Merger. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of transactions contemplated hereby to be consummated by the Company other than the Merger. (b) At a meeting duly called and held, prior to the execution Company’s Board of this Agreement, the Company Board unanimously Directors (or a duly adopted resolutions appointed committee thereof) has (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the executionapproved, delivery adopted and performance of declared advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby, (iii) directing that approved and adopted all actions necessary to render the Company Rights inapplicable to the Merger, this Agreement and the transactions contemplated hereby and (iv) resolved to recommend approval and adoption of this Agreement be submitted to a vote of by the Company’s stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (such recommendation, the “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into and deliver this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The Subject to the accuracy of the representations and warranties in Section 5.10, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for subject to obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on Company. Subject to the part accuracy of the Company or its Subsidiaries pursuant to representations and warranties in Section 5.10, the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt and approve this Agreement, approve the Merger Agreement and to consummate the Merger and the other transactions contemplated hereby by this Agreement (under Applicable Law, the Company Governing Documents or otherwise) is adoption and approval of this Agreement by the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief equity (the “Bankruptcy and other equitable remediesEquity Exception”). (b) At The Company Board, at a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger and the other transactions contemplated by this Agreement hereby are fair to, advisable and in the best interests of the Company and the stockholders of the Company’s stockholders, (ii) approving the execution, delivery and performance of approved this Agreement, the Merger and the other transactions contemplated by hereby and declared it advisable that the Company enter into this AgreementAgreement and consummate the Merger and other transactions contemplated hereby, which approval, to the extent applicable and subject to the accuracy of the representations and warranties in Section 5.10, constituted approval under the provisions of Section 203 of the DGCL as a result of which the transactions contemplated hereby, including the Merger, are not and will not be subject to the restrictions on “business combinations” under the provision of Section 203 of the DGCL, (iii) directing authorized and approved the execution, delivery and performance by the Company of this Agreement and consummation of the Merger and other transactions contemplated hereby, (iv) subject to Section 6.03, determined to recommend that the adoption stockholders of the Company approve the Merger and adopt this Agreement (the “Board Recommendation”), and (v) directed that this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyCompany’s stockholders.

Corporate Authorization. (a) The Company Board has all requisite corporate power unanimously (i) approved and authority to declared advisable this Agreement, the Transactions, including the Second Merger, (ii) declared that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement andand consummate the Transactions, including the Second Merger, on the terms and subject to the Stockholder Approvalconditions set forth in this Agreement, (iii) directed that the adoption of this Agreement be submitted to consummate a vote at a meeting of the Merger stockholders of the Company and (iv) recommended to the other transactions contemplated by stockholders of the Company that they adopt this Agreement. The Company Stockholder Approval is the only vote of the holders of stock of the Company necessary to adopt this Agreement and approve the Transactions. Assuming that the Requisite Company Vote is received, the execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the Merger and Transactions, including the other transactions contemplated by this Agreement, except for obtaining the Stockholder ApprovalSecond Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company. Once effective, the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement would satisfy the Requisite Company and no other corporate proceedings on Vote. Each Person that executes the part Company Voting Agreement prior to the effectiveness of the Written Consent, is an executive officer, director, affiliate, founder or family member of a founder or holder of at least five (5%) of the voting equity securities of the Company, in each case, within the meaning of the SEC’s Compliance and Disclosure Interpretation 239.13. (b) The Company or its Subsidiaries pursuant has all necessary corporate power and authority to enter into this Agreement to consummate the DGCL are necessary to authorize the Transactions. The execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholethe consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws of general applicability relating to or affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Companycreditor’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does notrights, and will not, apply to this Agreement or the transactions contemplated herebygeneral equitable principles).

Corporate Authorization. (a) The Company has all requisite full corporate power and authority to enter into execute and deliver this Agreement and, subject to receipt of the Requisite Stockholder ApprovalVote, to consummate the Merger and the other transactions contemplated by this Agreementto perform each of its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, Sale and Lease-Back Agreements have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company. Except for the approval of this Agreement by (i) 66 2/3% of the outstanding Shares entitled to vote thereon, and (ii) a majority of the outstanding Shares (excluding the Shares held by Parent, Merger Sub, the Contributing Stockholders or any of their respective Affiliates) present, in person or by proxy, and voting at the Company and Stockholder Meeting (the “Majority-Minority Vote” and, together with the approval described in clause (i), the “Requisite Stockholder Vote”), no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize approve this Agreement. The Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, at a duly held meeting has (i) determined that the Merger and this Agreement are fair to and in the best interests of the Company and its stockholders (other than the Contributing Stockholders), (ii) approved the Merger and the execution, delivery and performance of this Agreement, and (iii) resolved to recommend that the Company stockholders (other than the Contributing Stockholders) approve this Agreement or to consummate and directed that such matter be submitted for the Merger. The only vote consideration of holders of any class of capital stock the stockholders of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of at the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. Stockholder Meeting. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other moratorium, reorganization or similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesprinciples. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining any required adoption of this Agreement by the Stockholder ApprovalCompany’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares Shares (if required by Delaware Law) is the only vote of Company Common Stock, voting together as a single class the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (such vote, the “Company Stockholder Approval”)) under applicable Law and the Company’s certificate of incorporation or bylaws, as currently in effect. No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not The Roche Written Consent when executed and delivered in accordance with Section 6.02 shall be material to valid and binding on the Company and all its Subsidiariesstockholders and shall constitute all action required in accordance with Delaware Law, taken the Company’s certificate of incorporation and bylaws and otherwise to effectuate the adoption of this Agreement by the Company’s stockholders under applicable Law and the Company’s certificate of incorporation and bylaws, as a wholecurrently in effect. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesCompany. (b) The Special Committee has been duly authorized and constituted and at a meeting duly called and held has unanimously (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders (other than Parent and its Affiliates) and (ii) recommended that the Company Board adopt resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby and recommending (subject to Section 6.03) that the Company’s stockholders tender their Shares in the Offer and, if required by Delaware Law, adopt this Agreement and the transactions contemplated hereby (the “Special Committee Recommendation”). (c) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions Board, based on the Special Committee Recommendation, has (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company’s stockholdersstockholders (other than Parent and its Affiliates), (ii) approving the execution, delivery and performance of approved this Agreement, the Merger Agreement and the other transactions contemplated by hereby and declared this Agreement, Agreement advisable and (iii) directing resolved (subject to Section 6.03) to recommend that the adoption of Company’s stockholders tender their Shares in the Offer and, if stockholder approval is required by Delaware Law, adopt this Agreement be submitted to a vote of and the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company transactions contemplated hereby (the “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company Alleghany has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approval, perform its obligations hereunder and to consummate the Merger and transactions to which it is a party contemplated hereby subject to obtaining the other transactions contemplated by this AgreementAlleghany Requisite Stockholder Vote. The execution, delivery and performance by the Company Alleghany of this Agreement and the consummation by the Company Alleghany of the Merger and the other transactions to which it is a party contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized and approved by all necessary corporate action on the part Alleghany Board. The Alleghany Board has, by resolutions duly adopted, determined that this Agreement and the transactions contemplated hereby are in the best interests of Alleghany and its stockholders, has approved and adopted this Agreement and the plan of merger herein providing for the Merger, upon the terms and subject to the conditions set forth herein, approved the execution, delivery and performance by Alleghany of this Agreement and the consummation of the transactions to which it is a party contemplated hereby, upon the terms and subject to the conditions set forth herein and has resolved, subject to Section 5.5, to recommend approval of each of the matters constituting the Alleghany Requisite Stockholder Vote by the stockholders of Alleghany (such recommendation, the “Alleghany Board Recommendation”) and that such matters and recommendation be submitted for consideration at a duly held meeting of the stockholders of Alleghany for a vote for such purposes (the “Alleghany Stockholders Meeting”). Except for the approval of the Stock Issuance by the affirmative vote of the holders of a majority of the shares of Alleghany Common Stock represented in person or by proxy at the Alleghany Stockholders Meeting, as required by Section 312.03 of the NYSE Listed Company and Manual (the “Alleghany Requisite Stockholder Vote”), no other corporate proceedings on the part of Alleghany or any other vote by the Company holders of any class or its Subsidiaries pursuant to the DGCL series of capital stock of Alleghany are necessary to authorize the execution, delivery and performance of approve or adopt this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock transactions contemplated hereby (except for the filing of the Company Certificate of Merger as required by applicable Law). (b) This Agreement has been duly executed and delivered by Alleghany and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of Alleghany, enforceable against Alleghany in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”). (c) Merger Sub has all necessary limited liability company power and authority to adopt execute and deliver this Agreement, approve the Merger to perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement and the other consummation by Merger Sub of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the sole member of Merger Sub. The sole member of Merger Sub has determined that this Agreement and the transactions contemplated hereby is are in the affirmative vote (in person or by proxy) best interests of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”)Merger Sub and its sole member and has approved this Agreement. No other vote or approval limited liability company proceeding on the part of any class or series of securities of the Company or any of its Subsidiaries Merger Sub is necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby, hereby (except for approvals that would not be material to the Company and its Subsidiariesfiling of the Certificate of Merger, taken as a wholerequired by applicable Law). This Agreement has been duly executed and delivered by the Company Merger Sub and, assuming due authorizationpower and authority of, and due execution and delivery by Parent and Merger Subby, the other parties hereto, constitutes a valid and binding agreement obligation of the Company Merger Sub, enforceable against the Company Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior subject to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining Bankruptcy and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyEquity Exception.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby are within the Company’s corporate powers and authority and, except for obtaining the Company Stockholder Approval, have been duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the holders of a majority of the outstanding shares of Company or its Subsidiaries pursuant to Stock is the DGCL are only vote of the holders of any of the Company’s capital stock necessary to authorize in connection with the execution, delivery approval and performance adoption of this Agreement or to consummate and the Merger. The only vote consummation of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Company Stockholder Approval”). No ) and (other vote or approval of any class or series of securities than the filing of the Company or any certificate of its Subsidiaries merger) no other corporate action is necessary to approve or adopt this Agreement or any other Transaction Document or consummate the Merger or the other transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholehereby or thereby. This Agreement has been duly and validly executed and delivered by the Company and, and assuming due authorization, execution and delivery by Parent and Merger SubSubsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as terms (subject to such enforceability may be being limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity). (b) At a meeting duly called and held, prior to the execution Company’s Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors has (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Merger) are advisable fair to and in the best interests of the Company and the Company’s stockholders, (ii) approving the execution, delivery approved and performance of declared advisable this Agreement, the Merger Transaction Documents and the other transactions contemplated by this Agreementhereby (including the Merger) and thereby, and (iii) directing that the resolved, subject to Section 6.03, to recommend adoption of this Agreement be submitted to a vote of by its stockholders (such recommendation in the stockholders of the Company at the Stockholder Meeting and preceding clause (iv) recommending adoption of this Agreement to the stockholders of the Company (iii), the “Company Board Recommendation”), which resolutions have Company Board Recommendation has not been rescinded, modified or withdrawn, except rescinded or modified in any way, as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebydate hereof.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the holders of a majority of the outstanding shares of Company or its Subsidiaries pursuant Common Stock voting to the DGCL are necessary to authorize the execution, delivery approve and performance of adopt this Agreement or to consummate and the Merger. The Merger (the “Stockholder Approval”) is the only vote of the holders of any class of the Company’s capital stock necessary in connection with the consummation of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholethis Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present (in person or remotely, to the extent permitted by the Company’s organizational documents) and voting in favor, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) approving this Agreement, the executionMerger and the other transactions contemplated hereby, delivery (iii) taking all actions necessary so that the restrictions on business combinations and performance stockholder vote requirements contained in Section 203 of the Delaware Law will not apply with respect to or as a result of the Merger, this Agreement, the Voting Agreements and the transactions contemplated hereby and thereby, (iv) directing that the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement hereby be submitted to a vote of the stockholders of the Company at the Stockholder Meeting Meeting, and (ivv) recommending adoption of this Agreement to making the stockholders of the Company (the “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, and to consummate the Merger transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the other consummation by the Company of the transactions contemplated hereby have been duly authorized, and this Agreement has been approved by this Agreement. The executionthe Board of Directors of the Company, and no other corporate proceeding on the part of the Company, other than the approval of the Company’s stockholders described in Section 3.18, is necessary to authorize the execution and delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has, by resolutions duly adopted at a meeting duly called and held, which resolutions have not been rescinded, modified or withdrawn as of the time of the execution and delivery of this Agreement, except for obtaining by unanimous vote of those directors present and voting (i) determined that the Stockholder ApprovalMerger is fair to, have been duly authorized by all necessary corporate action on and in the part of best interests of, the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the executionstockholders, delivery approved and performance of declared advisable this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is hereby, and has resolved, subject to Section 6.7, to recommend adoption of this Agreement to the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Shares (such vote, the “Stockholder ApprovalCompany Board Recommendation”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals and (ii) directed that would not this Agreement be material submitted to the Company holders of Shares for their adoption at a stockholders’ meeting duly called and its Subsidiaries, taken as a wholeheld for such purpose. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution that this Agreement constitutes a valid and delivery by binding obligation of Parent and Merger SubPurchaser, constitutes a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity (regardless of whether considered in a proceeding in equity or at law). (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company's corporate powers and, except for obtaining as set forth in the Stockholder Approvalnext succeeding sentence of this Section 3.02, have been duly authorized by all necessary corporate action on the part action. The affirmative vote of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common StockStock entitled to vote on this Agreement, voting together as a single one class (such votethe "Company Requisite Vote"), is the “Stockholder Approval”). No other only vote or approval of any class or series of securities of the Company or any of its Subsidiaries is Company's capital stock necessary to consummate approve and adopt this Agreement and the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeby this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, moratorium reorganization, moratorium, fraudulent transfer and other similar Applicable Laws laws affecting creditors’ ' rights generally from time to time in effect and by to general principles of specific performanceequity, injunctive relief including concepts of materiality, reasonableness, good faith and other equitable remediesfair dealing, regardless of whether in a proceeding at equity or at law). (b) At a meeting The Board of Directors of the Company (the "Company Board") has by unanimous vote of those present (who constituted 100% of the directors then in office), duly called and held, prior to validly authorized the execution and delivery of this AgreementAgreement and approved the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Company Board unanimously duly adopted resolutions for the consummation of the transactions, including the Merger, contemplated hereby and thereby, and has resolved to (i) determining and declaring that deem this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement are hereby, including the Merger, taken together, advisable and fair to, and in the best interests of of, the Company’s stockholders, Company and its shareholders and (ii) approving recommend that the execution, delivery shareholders of the Company approve and performance of adopt this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing . The Company Board has directed that the adoption of this Agreement be submitted to a vote of the stockholders shareholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyfor their approval.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining hereby are within the Stockholder Approval, Company’s corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. Assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of Delaware Law, no vote of the holders of any class or series of capital stock of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, Agreement or approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to including the Offer and the Merger, other than the approval of the Company and its Subsidiaries, taken Board (upon recommendation of the Special Committee) as a wholecontemplated herein. This Agreement has been duly executed and delivered by the Company andAgreement, assuming due and valid authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performanceequity, injunctive relief and other equitable remediesregardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Special Committee has been duly designated and, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to, and in the best interests of, the Company and the Public Stockholders and (ii) made the Special Committee Recommendation. As of the date of this Agreement, the foregoing determinations and recommendations have not been rescinded, modified or withdrawn in any way. (c) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions Board, based on the Special Committee Recommendation, has (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby, including the Offer and the Merger, are advisable fair to, and in the best interests of of, the Company’s Company and its stockholders, (ii) approving approved and adopted this Agreement and declared it advisable for the Company to enter Table of Contents into this Agreement and consummate the transactions contemplated hereby, including the Offer and the Merger, (iii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (iv) resolved that the Merger shall be governed by, and effected pursuant to, Section 251(h) of Delaware Law and that the Merger shall be consummated as soon as practicable following the Acceptance Time and (v) made the Company Board Recommendation, in each case, on the terms and subject to the conditions set forth in this Agreement. As of the date of this Agreement, the Merger foregoing determinations and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted withdrawn in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyway.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining the Stockholder Shareholder Approval, if required, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the holders of a majority of the outstanding Company or its Subsidiaries pursuant Shares voting to the DGCL are necessary to authorize the execution, delivery approve and performance of adopt this Agreement or to consummate and the Merger. The Merger (the “Shareholder Approval”) is the only vote of the holders of any class of the Company’s capital stock necessary in connection with the consummation of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholethis Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present, the Company’s Board of Directors duly and unanimously duly adopted resolutions (i) determining declaring that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company’s shareholders, (ii) approving and declaring that advisable this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholdershereby, (iiiii) approving and adopting an amendment to the executionCompany Rights Agreement to render the Company Rights inapplicable to the Merger, delivery and performance of this Agreement, the Merger Tender and Support Agreement, the Escrow Agreement and the other transactions contemplated by this Agreementhereby and thereby, (iiiiv) directing that the adoption of this Agreement be submitted to the Shareholder Meeting, and (v) making the Board Recommendation. At a vote meeting duly called and held prior to the execution of this Agreement at which all “disinterested directors” (as defined in Section 302A.673 of the stockholders MBCA) of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders were present, a duly authorized special committee of the Company (Board duly and unanimously adopted resolutions approving this Agreement, the “Company Recommendation”)Tender and Support Agreement, which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to the Escrow Agreement and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyhereby and thereby for purposes of Section 302A.673 of the MBCA. Except to the extent permitted by Section 7.03(b), no Adverse Recommendation Change has or shall have occurred.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining the Stockholder Approval, if required, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the holders of a majority of the outstanding shares of Company or its Subsidiaries pursuant to Common Stock in favor of the DGCL are necessary to authorize the execution, delivery approval and performance adoption of this Agreement or to consummate and the Merger. The Merger (the “Stockholder Approval”) is the only vote of the holders of any class of the Company’s capital stock necessary in connection with the consummation of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholethis Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present, the Company’s Board of Directors duly and unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of declaring advisable this Agreement, the Merger and the other transactions contemplated by hereby, (iii) approving and adopting an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement, the Tender and Support Agreement and the transactions contemplated hereby and thereby, (iiiiv) directing that the adoption of this Agreement and the Merger be submitted to a vote of the stockholders of the Company at the Stockholder Meeting Meeting, if required to consummate the Merger under Delaware Law, and (ivv) recommending adoption of this Agreement to making the stockholders of the Company (the “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approval, perform its obligations hereunder and to consummate the Merger and Merger, except for, in the other transactions contemplated by case of consummation of the Merger, the affirmative vote of holders of a majority of the outstanding shares of the Company’s common stock in favor of the adoption of this AgreementAgreement (the “Requisite Company Vote”). The Requisite Company Vote is the only vote of the holders of any of the Company’s capital stock or the capital stock of any of its Subsidiaries necessary in connection with consummation of the Merger. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on Company, subject, in the part case of consummation of the Company or its Subsidiaries pursuant Merger, to the DGCL are necessary to authorize receipt of the execution, delivery and performance of this Agreement or to consummate the MergerRequisite Company Vote. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity). (b) At a meeting duly called and held, prior to the execution board of this Agreement, directors of the Company (the “Board of Directors”) has unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby, including the Merger, are advisable fair to and in the best interests of the Company’s stockholdersCompany and the Company Stockholders, (ii) approving approved, adopted and declared advisable this Agreement and the executiontransactions contemplated hereby, delivery including the Merger, in accordance with the requirements of the DGCL and performance (iii) resolved, subject to Section 6.03(f), to submit this Agreement to a vote of the Company Stockholders and recommend adoption of this Agreement by the Company Stockholders (such recommendation, the “Company Board Recommendation”). As of the date of this Agreement, the Merger foregoing determinations and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted withdrawn in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyway.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining hereby are within the Stockholder ApprovalCompany’s corporate powers and, have been duly authorized by all necessary corporate action on the part of the Company except for obtaining the Company Stockholder Approval (as defined below) and the filing of the Certificate of Merger with the Secretary of the State of Delaware, and no other corporate proceedings action on the part of the Company or its Subsidiaries pursuant to the DGCL are is necessary to authorize the execution, delivery and performance of this Agreement or to consummate and the Mergerconsummation by the Company of the transactions contemplated hereby. The only vote adoption of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or Agreement by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as Stock at a single class meeting of the stockholders of the Company or by written consent of stockholders in lieu of a meeting is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (such vote, the “Company Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesCompany. (b) At a meeting or meetings duly called and held, prior the Board has (A) amended Section 2.07 of its bylaws to the execution permit action to be taken by written consent of this Agreementits stockholders without a meeting, the Company Board unanimously duly adopted resolutions (B) (i) determining and declaring unanimously determined that this Agreement, the Merger and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the executionunanimously approved, delivery adopted and performance of declared advisable this Agreement, the Merger and the other transactions contemplated by this Agreementhereby, (iii) directing that the unanimously resolved to recommend approval and adoption of this Agreement be submitted to a vote of by its stockholders upon the stockholders of terms and conditions set forth in this Agreement (such recommendation, the “Company at the Stockholder Meeting Board Recommendation”) and (iv) recommending unanimously approved, under Article 7, Section 7(c) of the Company’s certificate of incorporation, the approval and adoption of this Agreement by the Company’s stockholders by the written consent of such stockholders without a meeting and (C) taken any and all actions necessary in order to the stockholders of cause the Company to comply with Section 4.28 (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted Antitakeover Statutes) hereof in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 respect of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby. As of the date hereof, the Board has not rescinded or modified any of the foregoing actions and will not do so except in accordance with Section 6.03 of this Agreement.

Corporate Authorization. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approval, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance by the Company of this Agreement by Parent and Merger Sub, the performance of their obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly authorized by all necessary corporate action on the part of the Company Parent and no Merger Sub. No other corporate proceedings proceeding on the part of the Company Parent or its Subsidiaries pursuant to the DGCL are Merger Sub is necessary to authorize the execution, execution and delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the performance by Parent and Merger and consummate the Merger Sub of their obligations hereunder and the other transactions contemplated hereby is the affirmative vote (in person or consummation by proxy) Parent and Merger Sub of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company andAgreement, assuming due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a valid and binding agreement obligation of the Company each of Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except subject to the Enforceability Exceptions. As of the date of this Agreement, each of the Parent Board and the board of directors of Merger Sub has approved and declared advisable this Agreement and the transactions contemplated hereby. Parent, as such enforceability may be limited by bankruptcythe sole stockholder of Merger Sub, insolvencyhas approved and adopted this Agreement and the transactions contemplated hereby. The Parent Board, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At at a meeting duly called and held, prior has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) determined that the terms of this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Parent and its stockholders, (ii) determined that it is in the best interests of Parent and its stockholders and declared it advisable for Parent to enter into this Agreement and perform its obligations hereunder and (iii) approved the execution and delivery by Parent of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining performance by Parent of its covenants and declaring that this Agreement, the Merger agreements contained herein and the other transactions contemplated by this Agreement are advisable and in the best interests consummation of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that including the adoption of this Agreement be submitted to a vote of Merger, upon the stockholders of the Company at the Stockholder Meeting terms and (iv) recommending adoption of this Agreement subject to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyconditions contained herein.

Corporate Authorization. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement andand to consummate the Transactions, subject to the Stockholder Approvalreceipt of the Requisite Company Vote, if any, if the Merger is not consummated pursuant to Section 251(h) of the DGCL. The Company Board at a meeting duly called and held has: (a) unanimously approved and declared fair and advisable this Agreement and the Transactions, (b) declared that it is in the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and consummate the Transactions on the terms and subject to the conditions set forth in this Agreement, (c) resolved that, unless Merger Sub has elected pursuant to and in accordance with Section 1.3 to pursue consummation of the Merger without completion of the Offer, the Merger shall be effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Acceptance Time, (d) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company if necessary for the consummation of the Merger, and (e) recommended to the stockholders of the Company that they accept the Offer, tender their shares of Common Stock pursuant to the Offer and, to consummate the extent applicable, adopt this Agreement and approve the Merger. Assuming that the Requisite Company Vote is received if the Merger and is not consummated pursuant to Section 251(h) of the other transactions contemplated by this Agreement. The DGCL, the execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company. The Company has made available to Parent correct and no other corporate proceedings on complete copies of the part certificates of incorporation and bylaws (or the equivalent organizational documents) of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance each of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken in each case, as a whole. This Agreement has been duly executed and delivered by in effect on the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution date of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within Company's corporate powers and, except for obtaining as set forth in the Stockholder Approvalnext succeeding sentence of this Section 3.02, have been duly authorized by all necessary corporate action on the part action. The affirmative vote of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Stock entitled to vote on this Agreement (such vote, the “Stockholder Approval”). No other "Company Requisite Vote") is the only vote or approval of any class or series of securities of the Company or any of its Subsidiaries is Company's capital stock necessary to consummate approve and adopt this Agreement and the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeby this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, moratorium reorganization, moratorium, fraudulent transfer and other similar Applicable Laws laws affecting creditors’ ' rights generally from time to time in effect and by to general principles of specific performanceequity, injunctive relief including concepts of materiality, reasonableness, good faith and other equitable remediesfair dealing, regardless of whether in a proceeding at equity or at law). (ba) At a meeting The Board of Directors of Company (the "Company Board") has, by unanimous vote of those present, duly called and held, prior to validly authorized the execution and delivery of this AgreementAgreement and approved the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Company Board unanimously duly adopted resolutions for the consummation of the transactions, including the Merger, contemplated hereby and has resolved to (i) determining and declaring that deem this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement are hereby, including the Merger, taken together, advisable and fair to, and in the best interests of the Company’s stockholdersof, Company and its shareholders and (ii) approving recommend that the execution, delivery shareholders of Company approve and performance of adopt this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing . The Company Board has directed that the adoption of this Agreement be submitted to a vote the shareholders of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyfor their approval.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the MergerMerger and the other transactions contemplated by this Agreement. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby pursuant to the DGCL and the Company’s certificate of incorporation and bylaws is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement (including, for the avoidance of doubt, the Replacement) are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Assuming that the representations of Parent and Merger Sub set forth in Section 5.10 are true and correct, the Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approval, perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby subject, in the case of consummating the Merger, to obtaining the affirmative vote of the holders of two-thirds of all the issued and outstanding shares of Company Common Stock entitled to vote at the Company Stockholders Meeting in favor of the approval and adoption of the Merger and the other transactions this Agreement as contemplated by this AgreementSection 6.2 (the “Requisite Stockholder Vote”). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions to which it is a party contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized and approved by all necessary the Company Board, and no other corporate action on the part of the Company is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby, except that consummation of the Merger is subject to approval of the Merger by the Requisite Stockholder Vote, and no other corporate proceedings on to the part effectiveness of the Articles of Merger with the SDAT pursuant to the MGCL and the effectiveness of the Certificate of Merger with the DE SOS pursuant to the DLLCA. (b) The Company Board, at a meeting duly called and held and at which a quorum of directors was present, has unanimously (i) approved and declared it advisable and in the best interests of the Company or its Subsidiaries pursuant to enter into this Agreement providing for the Merger, upon the terms and subject to the DGCL are necessary to authorize conditions set forth herein, (ii) approved the execution, delivery and performance by the Company of this Agreement or and the consummation of the transactions to consummate which it is a party contemplated hereby, upon the Merger. The only vote terms and subject to the conditions set forth herein and (iii) resolved, subject to Section 6.3, to recommend approval of the Merger by the holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Stock (such voterecommendation, the “Stockholder ApprovalCompany Board Recommendation”). No other vote or ) and that approval of any class or series of securities of the Merger be submitted for consideration at the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. Stockholders Meeting. (c) This Agreement has been duly executed and delivered by the Company and, assuming due authorizationpower and authority of, and due execution and delivery by Parent and Merger Subby, the other parties, constitutes a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by is subject to bankruptcy, insolvency, moratorium and other fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting creditors’ the rights of creditors generally and by general principles the availability of specific performance, injunctive relief and other equitable remedies. remedies (bregardless of whether such enforceability is considered in a proceeding in equity or at law) At a meeting duly called and held, prior to the execution of this Agreement(together, the Company Board unanimously duly adopted resolutions (i) determining “Bankruptcy and declaring that this Agreement, Equity Exception”). The Requisite Stockholder Vote is the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a only vote of the stockholders holders of any class or series of capital stock of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement necessary to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to approve this Agreement or approve the Merger or other transactions to which the Company is a party contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby, are within the corporate powers of the Company and, except for obtaining the Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the MergerCompany. The only affirmative vote of holders of any class of capital stock of (i) the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common StockStock approving and adopting this Agreement and (ii) the holders (other than TD Bank, voting together as the Significant Company Stockholders and their respective Affiliates) of a single class majority of the outstanding shares of Company Common Stock (such voteother than shares of Company Common Stock held by TD Bank, the Significant Company Stockholders and their respective Affiliates) approving and adopting this Agreement, are the only votes of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (collectively, the “Company Stockholder Approval”). No other vote or approval of any class or series of securities This Agreement, and each of the Company or any of its Subsidiaries is necessary Ancillary Agreements to consummate the transactions contemplated hereby, except for approvals that would not be material to which the Company and its Subsidiariesis a party, taken as a whole. This Agreement has have been duly executed and delivered by the Company and, and (assuming due authorization, execution and delivery by Parent the other parties hereto and Merger Sub, thereto) each constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by remedies generally, and subject, as to enforceability, to general principles of specific performanceequity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, injunctive relief the “Bankruptcy and other equitable remediesEquity Exceptions”)). (b) At a meeting duly called and held, prior to the execution Board of this AgreementDirectors of the Company, acting upon the unanimous recommendation of the Company Board Special Committee, unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Merger) are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the executionapproving, delivery adopting and performance of declaring advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby (including the Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company at the Stockholder Meeting Company’s stockholders, and (iv) recommending approval and adoption of this Agreement to (including the Merger) by the Company’s stockholders (such recommendation, the “Company Board Recommendation”). Except as permitted by ‎Section 6.03, the Board of Directors of the Company (the “Company Recommendation”), which resolutions have has not been subsequently rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force withdrawn any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyforegoing resolutions.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approval, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance by the Company of this Agreement by the Company, the performance of its obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly authorized by all necessary corporate action on the part of the Company, other than the Company and no Stockholder Approval. No other corporate proceedings proceeding on the part of the Company or its Subsidiaries pursuant to the DGCL are is necessary to authorize the execution, execution and delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, except, in the case of the Merger, for the approval of the Merger and the other transactions contemplated hereby is adoption of this Agreement by the affirmative vote (in person or by proxy) of holders of a majority in voting power of the issued and outstanding shares of Company Common Stock, voting together as a single class Stock (such vote, the “Company Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company andAgreement, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium and reorganization, fraudulent conveyance, moratorium, receivership or other similar Applicable Laws relating to or affecting creditors’ rights generally and by general principles of specific performanceequity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (collectively, injunctive relief and other equitable remediesthe “Enforceability Exceptions”). (b) At The Company Board, by resolutions duly adopted at a meeting duly called and heldheld meeting, prior to has unanimously (i) determined that the execution terms of this AgreementAgreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company Board unanimously duly adopted resolutions and its stockholders, (iii) determining and declaring determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and it is in the best interests of the Company’s stockholdersCompany and its stockholders and declared it advisable for the Company to enter into this Agreement, (iiiii) approving approved the execution, execution and delivery and performance by the Company of this Agreement, the Merger performance by the Company of its covenants and agreements contained herein and the other consummation of the transactions contemplated by this Agreement, (iii) directing that including the adoption of this Agreement be submitted Merger, upon the terms and subject to a vote of the stockholders of the Company at the Stockholder Meeting conditions contained herein and (iv) recommending adoption resolved to make the Company Board Recommendation. None of this Agreement to the stockholders foregoing resolutions of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 been amended, rescinded or modified as of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebydate hereof.

Corporate Authorization. (a) The Company has all requisite corporate the absolute and unrestricted right, power and authority to enter into this Agreement and, subject to obtaining the Stockholder Requisite Shareholder Approval, to consummate the Merger perform its obligations under this Agreement; and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance Board of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeDirectors. This Agreement has been duly executed and delivered by constitutes the Company andlegal, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions of Directors has (i) determining and declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are fair to, advisable and in the best interests of the Company’s stockholdersshareholders and that the consideration to be paid to the shareholders and optionholders of the Company for each share of Company Capital Stock and Company Options held by them in the Merger is fair to and in the best interests of such shareholders and optionholders, (ii) approving unanimously approved and adopted this Agreement and the execution, delivery transactions contemplated hereby and performance (iii) unanimously resolved to recommend adoption of this Agreement, Agreement and approval of the principal terms of the Merger and the other transactions contemplated hereby by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders shareholders of the Company (such recommendation, the “Company Board Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn, except as permitted withdrawn in Section 6.03. any way. (c) The Company Requisite Shareholder Approval is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 the only vote of the DGCL holders of any class or any similar anti-takeover, moratorium, or “control share” law applicable to series of capital stock of the Company does not, and will not, apply necessary to approve this Agreement or and thereby approve the principal terms of the Merger and the consummation of the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining the Stockholder Approvalrequired approval of the Company’s shareholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power at least two-thirds of the outstanding shares of Company Common Stock, voting together as a single class Stock entitled to vote thereon is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (such vote, the “Stockholder Company Shareholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity). (b) At a meeting duly called and held, prior to the execution Company’s Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors has (i) determining and declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company’s stockholdersshareholders, (ii) approving unanimously approved this Agreement and the executiontransactions contemplated hereby, delivery (iii) unanimously resolved, subject to Section 6.03(b), to recommend approval of this Agreement by the shareholders of the Company (such recommendation, the “Company Board Recommendation”), (iv) unanimously approved an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement and performance the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement, ) and (v) unanimously adopted a resolution for the purpose of causing Sections 351.407 and 351.459 of the Missouri Law and Article Nine of the Company’s Restated Articles of Incorporation not to apply or to have been satisfied with respect to (A) Parent or Merger and Subsidiary with respect to the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (ivB) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL Merger or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to other transaction contemplated by this Agreement or the transactions contemplated herebyAgreement.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and Transactions are within the other transactions contemplated by this AgreementCompany’s corporate powers and, except for obtaining the Company Stockholder ApprovalApproval in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part action. The affirmative vote or written consent of holders of a majority of the Company and no other corporate proceedings on the part outstanding Shares in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote or its consent of the holders of any of the Company’s capital stock or any holder of capital stock of any of the Company’s Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of or adopt this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeTransactions. This Agreement has been duly executed and delivered by the Company Company, and, assuming due authorization, execution and delivery of this Agreement by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding agreement obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws of general applicability relating to or affecting creditors’ rights generally and by to general equity principles of specific performance(whether considered in a proceeding in equity or at law) (collectively, injunctive relief and other equitable remedies“Creditors’ Rights”). (b) At The Company Board, at a meeting duly called and held, held on or prior to the execution of this Agreementdate hereof, the Company Board unanimously duly adopted resolutions has (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transactions (including the Merger) are advisable fair to and in the best interests of the Company’s Company and its stockholders, (ii) approving approved and declared advisable this Agreement and the Transactions (including the Merger), (iii) approved the execution, delivery and performance by the Company of this AgreementAgreement and, subject to the Company Stockholder Approval, the Merger and consummation of the other transactions contemplated by this AgreementTransactions (including the Merger), (iiiiv) directing directed that in the event all Stockholder Written Consents are not delivered to Parent in accordance with Section 8.2(a), and Parent does not terminate this Agreement in accordance with Section 10.1(c)(iii), the adoption of this Agreement be submitted to a vote at a meeting of the stockholders holders of the Company at the Stockholder Meeting Shares and (ivv) recommending resolved to recommend the adoption of this Agreement to by the stockholders holders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyShares.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approval, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance by the Company of this Agreement by the Company, the performance of its obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly authorized by all necessary corporate action on the part of the Company Company, and no other corporate proceedings proceeding on the part of the Company or its Subsidiaries pursuant to the DGCL are is necessary to authorize the execution, execution and delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby, except, in the case of the Merger (to the extent required by the DGCL and consummate the certificate of incorporation and bylaws of the Company), for the approval of the Merger and the other transactions contemplated hereby is adoption of this Agreement by the affirmative vote (in person or by proxy) of holders of a majority in voting power of the issued and outstanding shares of Company Common Stock, voting together as a single class Stock (such vote, the “Company Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company andAgreement, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium and reorganization, fraudulent conveyance, moratorium, receivership or other similar Applicable Laws relating to or affecting creditors’ rights generally and by general principles of specific performanceequity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (collectively, injunctive relief and other equitable remedies. (b) At the “Enforceability Exceptions”). As of the date of this Agreement, the Company Board, at a meeting duly called and held, prior to has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) determined that the execution terms of this AgreementAgreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company Board unanimously duly adopted resolutions and its stockholders, (iii) determining and declaring determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and it is in the best interests of the Company’s stockholdersCompany and its stockholders and declared it advisable for the Company to enter into this Agreement and perform its obligations hereunder, (iiiii) approving approved the execution, execution and delivery and performance by the Company of this Agreement, the Merger performance by the Company of its covenants and agreements contained herein and the other consummation of the transactions contemplated by this Agreement, (iii) directing that including the adoption of this Agreement be submitted Merger, upon the terms and subject to a vote of the stockholders of the Company at the Stockholder Meeting conditions contained herein and (iv) recommending adoption of this Agreement resolved to the stockholders of make the Company (the “Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. of the Merger Agreement is amended by replacing the phrase “(athis clause (d), the “Company Board Recommendation”)” in the second sentence of Section 4.3 of the Merger Agreement with the phrase “(such recommendation made pursuant to this clause (d) The on March 12, 2012, the “Initial Company Board Recommendation”)” and further amended by adding the following as a new paragraph at the end of Section 4.3 of the Merger Agreement: “As of the date of execution of the First Amendment, the Company has all requisite necessary corporate power and authority to enter into this Agreement andexecute and deliver the First Amendment, to perform its obligations thereunder and hereunder, as amended by the First Amendment, solely with respect to the consummation of the Merger, subject to the Stockholder Approvalreceipt of the Requisite Company Vote (unless the Merger is consummated in accordance with Section 253 of the DGCL), to consummate the transactions contemplated by this Agreement (as amended by the First Amendment). As of the date of execution of the First Amendment, the Company Board at a meeting duly called and held has unanimously (including a majority of disinterested directors): (a) approved and declared advisable this Agreement (as amended by the First Amendment) and the transactions contemplated by this Agreement (as amended by the First Amendment), including the Tender Offer, as supplemented in accordance with the First Amendment, (b) declared that it is in the best interests of the stockholders of the Company that the Company enter into the First Amendment and this Agreement (as amended by the First Amendment) and consummate the Merger and any other transactions contemplated thereby and by this Agreement (as amended by the First Amendment), (c) directed that, to the extent required by applicable Law, the adoption of this Agreement (as amended by the First Amendment) be submitted to a vote at a meeting of the stockholders of the Company (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated in Section 6.6(e)) and (d) resolved and agreed to recommend to the stockholders of the Company that they accept the Tender Offer, as supplemented in accordance with the First Amendment, tender their Common Stock into the Tender Offer, as supplemented in accordance with the First Amendment, and vote in favor of the approval and adoption of this Agreement (as amended by the First Amendment) and the transactions contemplated hereby (as amended by the First Amendment), including the Tender Offer, as supplemented in accordance with the First Amendment, and the Merger (if required by applicable Law), in each case, on the terms and subject to the conditions set forth in this Agreement (as amended by the First Amendment) (any such recommendation made pursuant to this clause (d) on the date of execution of the First Amendment, the “Company Board Recommendation”), and such approvals are sufficient such that the restrictions on business combinations set forth in Section 203(a) of the DGCL and any other Takeover Law shall not apply for any purpose to Parent, Merger Sub and their respective Affiliates, this Agreement (as amended by the First Amendment), the Merger or the other transactions contemplated hereby (as amended by the First Amendment). As of the date of execution of the First Amendment, Section 552.05 of the Wisconsin Statutes is not applicable to this Agreement (as amended by the First Amendment), the Tender Offer, as supplemented in accordance with the First Amendment, or the Merger because the Company is not a target company that meets the requirements of Section 552.05(7) of the Wisconsin Statutes. As of the date of execution of the First Amendment, other than Section 203(a) of the DGCL, there are no other Takeover Laws applicable to the Merger and the other transactions contemplated by this AgreementAgreement (as amended by the First Amendment). The Assuming that the representations and warranties of Parent and Merger Sub contained in Section 5.5(c) are true and correct and either the Requisite Company Vote is received or the Merger is consummated in accordance with Section 253 of the DGCL as contemplated in Section 6.6(e), as of the date of execution of the First Amendment, the execution, delivery and performance of the First Amendment by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining Agreement (as amended by the Stockholder Approval, First Amendment) have been duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder ApprovalCompany.”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Assuming the accuracy of Section 5.11(c), the Company has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to the receipt of the Required Company Stockholder Approval, to consummate the Merger and Transactions; (ii) the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, have been duly and validly authorized by all necessary corporate action on the part of the Company Board, subject to the receipt of the Required Company Stockholder Approval, and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to any other stockholder (or other equityholder) vote (other than the DGCL are Required Company Stockholder Approval) is necessary to authorize the execution, execution and delivery and performance of this Agreement or for the Company to consummate the Transactions (other than, with respect to the Merger. The only vote of holders of any class of capital stock , the filing of the Company necessary to adopt this Agreement, approve the Certificate of Merger and consummate other recordings and filings required by the Merger DGCL with the Delaware Secretary of State) pursuant to the Company’s Governing Documents, the DGCL and the other transactions contemplated hereby is the affirmative vote rules and regulations of NYSE (in person or by proxyas applicable); and (iii) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This this Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Merger SubSub of this Agreement, constitutes a the legal, valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as that, in the case of subclause (iii), (x) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Applicable Laws Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and by general principles (y) the remedies of specific performance, performance and injunctive relief and other forms of equitable remediesrelief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (b) At a meeting duly called and held, On or prior to the execution date of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining the Company Special Committee has received from Xxxxxxxx Xxxxx Capital, Inc. (the “Special Committee Financial Advisor”), its written opinion (or an oral opinion to be confirmed in writing), to the effect that, as of the date of such opinion and, subject to the limitations, qualifications and declaring assumptions set forth therein, that the Merger Consideration to be received by the Disinterested Stockholders is fair, from a financial point of view, to such holders and has (A) unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby, including the Merger, are fair, advisable and in the best interests of the Company and the Disinterested Stockholders and (B) recommended that the Company Board adopt resolutions approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger, and (ii) the Company Board (acting on the unanimous recommendation of the Company Special Committee) has, at a meeting duly called and held in which all directors of the Company Board were present, determined that this Agreement and the Merger are fair to, advisable and in the best interests of the Company and the holders of Company Common Stock, and has duly adopted resolutions by a unanimous vote of directors present (A) determining that this Agreement and the Merger are fair to, advisable and in the best interests of the Company and the Company’s stockholders, (iiB) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the other transactions contemplated by this AgreementMerger, (iiiC) directing that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company at the Stockholder Meeting and (ivD) subject to Section 6.02, recommending adoption of this Agreement to that the stockholders of the Company vote in favor of adoption of this Agreement in accordance with the DGCL (such recommendation, the “Company Board Recommendation”). (c) Assuming the accuracy of Section 5.11(c), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The the Company Board has or Company Special Committee, as applicable, have taken all necessary action actions so that the restrictions on business combinations set forth in Section 203 of the DGCL or and any other similar anti-takeover, moratorium, or applicable “control shareanti‑takeover” law Law will not be applicable to the Company does notMerger, and will notthis Agreement, apply to this the Voting Agreement or the transactions contemplated herebyhereby or thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger or the other Transactions. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti‑takeover statute or regulation or any anti‑takeover provision in the Governing Documents of the Company is, or at the Effective Time will be, applicable to the shares of the Company Common Stock, the Merger or the other Transactions.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject Subject to the receipt of the Acquirer Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company Acquirer and Merger Sub of this Agreement and the Additional Agreements to which the Acquirer or Merger Sub is or will be a party and the consummation by the Company Acquirer and Xxxxxx Sub of the Merger and the other transactions contemplated by hereby and thereby are within the corporate powers of the Acquirer and Merger Sub, as applicable, and have been (or, in the case of any Additional Agreements entered into after the date of this Agreement, except for obtaining the Stockholder Approvalwill be, have been upon execution thereof) duly authorized by all necessary corporate action on the part of the Company Acquirer and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, Merger Sub. The execution and delivery and performance of this Agreement or to consummate and the Merger. The only vote of holders of any class of capital stock documents contemplated hereby and the consummation of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is and thereby have been (A) duly and validly authorized and approved by the affirmative vote (in person or by proxy) Board of holders of a majority in voting power Directors of the outstanding shares Acquirer and Xxxxxx Sub and (B) determined by the Board of Company Common StockDirectors of the Acquirer and Xxxxxx Sub as advisable to the Acquirer’s or the Merger Sub’s stockholders, voting together as a single class (such voteapplicable, and recommended for the “Acquirer Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been (and each of the Additional Agreements to which the Acquirer or Merger Sub, as applicable, is or will be a party will be, upon execution thereof) duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Acquirer or Merger Sub, as applicable, and constitutes or will constitute, upon their execution and delivery, as applicable, a valid valid, legal and binding agreement obligation of the Company Acquirer or Merger Sub, as applicable, (assuming this Agreement has been and the Additional Agreements to which the Acquirer or Merger Sub, as applicable, is or will be party are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the other parties thereto), enforceable against the Company Acquirer or Merger Sub, as applicable, in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Applicable Laws affecting generally the enforcement of creditors’ rights generally and by subject to general principles of specific performance, injunctive relief and other equitable remediesequity). (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company Parent has all the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the Parent Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreementhereby and to perform its obligations hereunder. The execution, delivery delivery, and performance by the Company Parent of this Agreement Agreement, and the consummation by the Company Parent of the Merger and the other transactions contemplated hereby, have been duly and validly authorized by this Agreementthe Parent Board and, except for obtaining the Parent Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL Parent are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of to perform its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeobligations hereunder. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming due authorizationthis Agreement constitutes the legal, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company Company, constitutes a legal, valid and binding agreement of Parent, enforceable against the Company Parent in accordance with its terms, except as such to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws Laws, now or hereafter in effect, affecting creditors’ ' rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At The Parent Board (at a meeting or meetings duly called and held, prior to the execution at which all directors of this Agreement, the Company Board Parent were present or participated and voted) has unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger Merger, and the other transactions contemplated by this Agreement hereby are advisable and in the best interests of the Company’s Parent's stockholders, (ii) approving the execution, delivery and performance of declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) declaring that the Merger Consideration to be paid to Parent's stockholders is fair to such stockholders, (iv) resolving to recommend adoption of this Agreement by the stockholders of Parent and (v) directing that the adoption of this Agreement Agreement, the Merger, and the other transactions contemplated hereby be submitted to a vote of the Parent's stockholders at Parent Stockholder Meeting, and, as of the Company at the Stockholder Meeting and (iv) recommending adoption date of this Agreement to the stockholders of the Company (the “Company Recommendation”)Agreement, which such resolutions have not been subsequently rescinded, modified or withdrawn, except as permitted withdrawn in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyway.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining the Stockholder Approvalrequired approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Stock is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (such vote, the “Company Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity). (b) At a meeting duly called and held, prior to the execution Company’s Board of this Agreement, the Company Board unanimously duly adopted resolutions Directors has (i) determining and declaring unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the executionunanimously approved, delivery adopted and performance of declared advisable this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement, hereby and (iii) directing that the unanimously resolved, subject to Section 6.03(b), to recommend approval and adoption of this Agreement be submitted to a vote of by the Company’s stockholders of (such recommendation, the “Company at the Stockholder Meeting Board Recommendation”) and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to approved and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable adopted an amendment to the Company does notRights Agreement to render the Company Rights inapplicable to the Merger, and will not, apply to this Agreement or and the transactions contemplated herebyhereby (a copy of which amendment was made available to Parent prior to the date of this Agreement), in each case, subject to the recusal of any members of the Company’s Board of Directors.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger Transactions are within the Company’s corporate power and the other transactions contemplated by this Agreementauthority and, except (if required by applicable Law) for obtaining the Stockholder Approvalrequired approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Shares (such vote, the “Company Stockholder Approval”). No other , if required by applicable Law, is the only vote or approval of the holders of any class or series of securities of the Company or any Company’s capital stock necessary in connection with the consummation of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeTransactions. This Agreement has been duly executed and delivered by the Company andAgreement, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or any other similar Applicable Laws Law affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) At a meeting duly called and held, prior to the execution of this Agreement, held the Company Board unanimously duly adopted resolutions Board, has by the unanimous vote of all directors of the Company: (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transactions are fair to, advisable and in the best interests of the Company’s stockholders, ; (ii) approving approved and adopted this Agreement and approved the execution, delivery and performance Transactions in accordance with the requirements of the DGCL; (iii) declared the advisability of this Agreement; (iv) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Merger Sub pursuant to the Offer and, to the extent required to consummate the Merger, approve and adopt this Agreement (the unanimous recommendation of the Company Board that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer and approve this Agreement being referred to as the “Company Board Recommendation”); (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any “fair price,” “moratorium,” “control share acquisition,” “interested stockholder,” “business combination” or similar restriction set forth in any state takeover Law or other Law (each, an “Anti-Takeover Law”) that might otherwise apply to the Stockholder Agreements, the Offer, the Merger and or any of the other transactions contemplated by this Agreement, Transactions; and (iiivi) directing directed that the adoption approval of this Agreement be submitted to a vote of the stockholders of the Company at Company, as promptly as practicable after the Stockholder Meeting and (iv) recommending adoption Acceptance Time, if required to consummate the Merger under the DGCL. As of the date of this Agreement to the stockholders Agreement, none of the Company (actions described in the “Company Recommendation”)immediately preceding sentence has been amended, which resolutions have not been rescinded, rescinded or modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyrespect.

Corporate Authorization. (a) The Company has all requisite the corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approvalperform its obligations under this Agreement, and to consummate the Merger and the other transactions contemplated by this Agreement. The executionexecution and delivery by the Company of this Agreement, delivery and the performance by the Company of its obligations under this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, Agreement have been duly and validly authorized by all necessary corporate action on the part Company, and, assuming the accuracy of the Company representations and warranties set forth in Section 4.08, no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the executionexecution or delivery by the Company of this Agreement, delivery and the performance by the Company of its obligations under this Agreement or the consummation by the Company of the transactions contemplated by this Agreement, except, with respect to the Merger, for (i) the adoption of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is by the affirmative vote (in person or by proxy) of the holders of not less than a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Shares (such vote, the “Required Stockholder Approval”)) and (ii) the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware. No other Other than the Required Stockholder Approval, assuming the accuracy of the representations and warranties set forth in Section 4.08, no vote or approval of the holders of any class or series of capital stock or other securities of the Company is necessary in connection with the execution or any delivery by the Company of this Agreement, the performance by the Company of its Subsidiaries is necessary to consummate obligations under this Agreement or the consummation by the Company of the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeby this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, and the accuracy of the representations and warranties set forth in Section 4.08, constitutes a valid and binding agreement obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity (the “Enforceability Exceptions”). (b) At a meeting duly called and held, prior the Board of Directors has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the holders of the Shares, (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the requirements of the DGCL, and (iii) resolved to recommend that the execution Company’s stockholders vote to approve the adoption of this Agreement (such recommendation, the “Board Recommendation”). As of the date of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining foregoing determinations and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted withdrawn in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyway.

Corporate Authorization. (a) The Company Transatlantic has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approval, perform its obligations hereunder and to consummate the Merger and transactions to which it is a party contemplated hereby subject to obtaining the other transactions contemplated by this AgreementTransatlantic Requisite Stockholder Vote. The execution, delivery and performance by the Company Transatlantic of this Agreement and the consummation by the Company Transatlantic of the Merger and the other transactions to which it is a party contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized and approved by all necessary corporate action on the part Transatlantic Board. The Transatlantic Board has, by resolutions duly adopted, unanimously determined that this Agreement and the transactions contemplated hereby are in the best interests of Transatlantic and its stockholders, has approved and adopted this Agreement and the plan of merger herein providing for the Merger, upon the terms and subject to the conditions set forth herein, approved the execution, delivery and performance by Transatlantic of this Agreement and the consummation of the Company transactions to which it is a party contemplated hereby, upon the terms and subject to the conditions set forth herein and has resolved, subject to Section 5.5, to recommend approval of each of the matters constituting the Transatlantic Requisite Stockholder Vote by the stockholders of Transatlantic (such recommendation, the “Transatlantic Board Recommendation”) and that such matters and recommendation be submitted for consideration at a duly held meeting of the stockholders of Transatlantic for a vote for such purposes (the “Transatlantic Stockholders Meeting”). Except solely in the case of the Merger, for the adoption of this Agreement by the affirmative vote of the holders of a majority of the shares of Transatlantic Common Stock (the “Transatlantic Requisite Stockholder Vote”), no other corporate proceedings on the part of Transatlantic or any other vote by the Company holders of any class or its Subsidiaries pursuant to the DGCL series of capital stock of Transatlantic are necessary to authorize the execution, delivery and performance of approve or adopt this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is (except for the affirmative vote (in person or by proxy) of holders of a majority in voting power filing of the outstanding shares Certificate of Company Common Stock, voting together Merger as a single class required by applicable Law). (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. b) This Agreement has been duly executed and delivered by the Company Transatlantic and, assuming due authorizationpower and authority of, and due execution and delivery by Parent and Merger Subby, the other parties hereto, constitutes a valid and binding agreement obligation of the Company Transatlantic, enforceable against the Company Transatlantic in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior subject to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining Bankruptcy and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyEquity Exception.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, other agreements contemplated hereby (the "Ancillary Agreements") to which the Company is a party (the "Company Ancillary Agreements") and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby are within the Company's corporate powers and, except for obtaining any required approval by the Company's stockholders in accordance with DGCL (the "Company Stockholder Approval") in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Mergeraction. The only affirmative vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common StockStock having votes representing a majority of the votes of all such outstanding capital stock, voting together as a single class (such voteclass, in favor of the “Stockholder Approval”). No other approval and adoption of this Agreement and the Merger is the only vote or approval of the holders of any class or series of securities of the Company or any Company's capital stock necessary in connection with consummation of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeMerger. This Agreement has been duly executed and delivered by the Company and, assuming Assuming due authorization, execution and delivery of this Agreement, the Ancillary Agreements to which Parent and/or Merger Subsidiary is a party (the "Parent Ancillary Agreements") by Parent and Merger SubSubsidiary, as applicable, each of this Agreement and the Company Ancillary Agreements constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws of general applicability relating to or affecting creditors’ rights generally ' rights, and by to general principles of specific performance, injunctive relief and other equitable remediesequity principles. (b) At The Company's Board of Directors, at a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions has (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Merger) are advisable advisable, fair to and in the best interests of the Company’s 's stockholders, (ii) approving the execution, delivery approved and performance of adopted this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby (including the Merger), and (iii) directing resolved to recommend that the Company stockholders vote for the approval and adoption of this Agreement be submitted to a vote of and the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyMerger.

Corporate Authorization. (a) The Company has all the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreementhereby and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated hereby, have been duly and validly authorized by this Agreementthe Company Board and, except for obtaining the Company Stockholder ApprovalApproval by majority consent, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of to perform its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeobligations hereunder. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorizationthis Agreement constitutes the legal, execution valid, and delivery by binding agreement of the Parent and Merger Sub, constitutes a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws Laws, now or hereafter in effect, affecting creditors’ ' rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At The Company Board (at a meeting or meetings duly called and held, prior to the execution at which all directors of this Agreement, the Company Board were present or participated and voted) has unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger Merger, and the other transactions contemplated by this Agreement hereby are advisable and in the best interests of the Company’s 's stockholders, (ii) approving the execution, delivery and performance of declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing declaring that the Merger Consideration to be paid to the Company's stockholders is fair to such stockholders, (iv) resolving to recommend adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to by the stockholders of the Company (the “Company "Board Recommendation”)") and (v) directing that the adoption of this Agreement, which resolutions the Merger and the other transactions contemplated hereby be submitted to a vote approving the Merger by majority consent of the Company's stockholders and, as of the date of this Agreement, such consent have not been subsequently rescinded, modified or withdrawn, except as permitted withdrawn in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyway.

Corporate Authorization. (a) The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, and, subject only to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Company Stockholder Approval”) and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, to perform its obligations hereunder and consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company Company, and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated hereby, subject, in the case of the Merger, to obtaining the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (b) The Board of Directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (i) determining that the Merger is fair to, and in the best interests of, the Company and its stockholders, (ii) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated hereby, (iii) approving the execution, delivery and performance of this Agreement or to consummate and the Merger. The only vote consummation of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is hereby, (iv) directing that the affirmative vote (in person or by proxy) adoption of this Agreement be submitted to the holders of a majority in voting power of the outstanding shares of Company Common StockStock for consideration and (v) recommending, voting together as a single class subject to Section 6.3, the adoption of this Agreement by the holders of Company Common Stock (such voterecommendation, the “Stockholder ApprovalCompany Board Recommendation”). No other vote or approval of any class or series of securities As of the Company date of this Agreement, such resolutions have not been subsequently rescinded, modified or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. withdrawn. (c) This Agreement has been duly executed and delivered by the Company and, assuming due authorization, power and authority of and due execution and delivery by by, Parent and Merger Sub, constitutes a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeoverfraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (together, the “control share” law applicable to the Company does not, Bankruptcy and will not, apply to this Agreement or the transactions contemplated herebyEquity Exception”).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which the Company is a party, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby, are within the Company’s corporate powers and, except for obtaining (i) the affirmative vote of seventy five percent (75%) of the outstanding Shares in connection with the Company Charter Amendment and (ii) the affirmative vote of the holders of a majority of the votes cast at the Company Stockholder Meeting in connection with (x) this Agreement and the transactions contemplated hereby, including the Issuance, and (y) the Investor’s rights under Section 4.03 of the Investor Rights Agreement (clauses (i) and (ii) collectively, the “Company Stockholder Approval”), have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the MergerCompany. The Company Stockholder Approval is the only vote of the holders of any class of the Company’s capital stock necessary in connection with the consummation of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and Investment or the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeTransaction Documents. This Agreement has been duly executed and delivered by the other Transaction Documents to which the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes is a party each constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesequity). (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board has unanimously duly adopted resolutions (i) determining and declaring determined that this Agreement, the Merger other Transaction Documents and the other transactions contemplated by this Agreement hereby and thereby, including the Offer, the Issuance and the Company Charter Amendment, are advisable and in the best interests of the Company’s stockholders, (ii) approving approved, adopted and declared advisable this Agreement and each other Transaction Document to which the executionCompany is a party, delivery and performance of this Agreementthe transactions contemplated hereby and thereby, including the Offer, the Merger Issuance and the other transactions contemplated by this AgreementCompany Charter Amendment, (iii) directing resolved, subject to Section 7.04(b), to recommend (x) acceptance of the Offer and (y) approval and adoption by the Company’s stockholders of the Company Charter Amendment, this Agreement and the transactions contemplated hereby (including the Issuance) and the Investor’s rights under Section 4.03 of the Investor Rights Agreement (such recommendation, the “Company Board Recommendation”) and (iv) directed that the adoption Company Charter Amendment, the Transaction Agreement and the transactions contemplated hereby (including the Issuance), and the Investor’s rights under Section 4.03 of this the Investor Rights Agreement be submitted to a vote of the its stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of for consideration in accordance with this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyAgreement.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger Transactions are within the Company’s corporate power and the other transactions contemplated by this Agreementauthority and, except (if required by applicable Law) for obtaining the Stockholder Approvalrequired approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part Company. The affirmative vote of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class Shares (such vote, the “Company Stockholder Approval”). No other ) is the only vote or approval of the holders of any class or series of securities of the Company or any Company’s capital stock necessary in connection with the consummation of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeTransactions. This Agreement has been duly executed and delivered by the Company andAgreement, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or any other similar Applicable Laws Law affecting creditors’ rights generally and or by general principles of specific performanceequity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (collectively, injunctive relief and other equitable remediesthe “Enforceability Limitations”). (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions Board, has by the unanimous vote of all directors of the Company: (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transactions are fair to, advisable and in the best interests of the Company and the Company’s stockholders, ; (ii) approving approved and adopted this Agreement and approved the execution, delivery and performance Transactions in accordance with the requirements of the DGCL; (iii) declared the advisability of this Agreement, the Merger and the other transactions contemplated by this Agreement, ; (iiiiv) directing resolved to recommend that the adoption stockholders of the Company approve this Agreement (the unanimous recommendation of the Company Board that the stockholders of the Company approve this Agreement being referred to as the “Company Board Recommendation”); (v) directed that this Agreement be submitted to the Company’s stockholders for adoption at a vote duly held meeting of such stockholders for such purpose; and (vi) to the stockholders extent necessary, adopted a resolution having the effect of causing the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement not to the stockholders of the Company (the be subject to any “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or fair price,” “poison pillmoratorium,” “control share acquisition,” “interested stockholder,” “business combination” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that restriction set forth in Section 203 of the DGCL or, to the Knowledge of the Company, set forth in any other Law (each such Law, whether or not known by the Company, an “Anti-Takeover Law”) that, in the absence of such resolution, would apply to the Merger, the Voting Agreements or any similar anti-takeoverof the other Transactions. As of the date of this Agreement, moratoriumnone of the actions described in the immediately preceding sentence has been amended, rescinded or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebymodified in any respect.

Corporate Authorization. (a) The Company has all requisite the corporate power and authority to enter into execute and deliver this Agreement and, subject to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock if required pursuant to the DGCL or the rules of the Nasdaq Global Select Market (the “Requisite Stockholder ApprovalVote”), to consummate the Merger and the other transactions contemplated by this Agreementhereby and to perform each of its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company and Company. Except for the adoption of this Agreement by the Requisite Stockholder Vote if required pursuant to the DGCL, no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize approve this Agreement or to consummate the Offer, the Merger or the other transactions contemplated hereby. At a duly held meeting, the Board of Directors of the Company has unanimously (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 or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) consummation of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material including the Offer and the Merger, and (iii) subject to the provisions of Section 8.6, resolved to recommend that the Company Stockholders approve the adoption of this Agreement and its Subsidiaries, taken as a whole. directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholder Meeting. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, and valid execution and delivery of this Agreement by Parent and Merger Sub, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other moratorium, reorganization or similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general equitable principles of specific performance, injunctive relief and other equitable remedies. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company RecommendationBankruptcy and Equity Exception”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company Seller has all the requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger execute and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of deliver this Agreement and the consummation by Transaction Documents to which Seller is a party and to perform its obligations hereunder and thereunder. Other than the Company of the Merger and the other transactions contemplated by this AgreementSeller Requisite Vote (as hereinafter defined), except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL Seller are necessary to authorize the execution, delivery and performance of this Agreement or the other Transaction Documents to which it is a party, or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeTransactions. This Agreement has been duly executed and delivered by Seller and constitutes, and each Transaction Document to which Seller is a party will be duly executed and delivered by Seller at or prior to the Company andClosing and when so executed and delivered will constitute, assuming due authorizationa legal, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement obligation of the Company Seller enforceable against the Company it, each in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ or relating to enforcement of creditor's rights and remedies generally and by subject, as to enforceability, to general principles of specific performance, injunctive relief and other equitable remediesequity. (b) At a meeting duly called and held, prior to The Board of Directors of Seller (the execution of this Agreement, the Company Board unanimously duly adopted resolutions "Seller's Board") has (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transactions are advisable fair to and in the best interests of the Company’s stockholdersSeller, (ii) approving duly and validly authorized the execution, execution and delivery and performance of this AgreementAgreement and approved the consummation of the Transactions, and (iii) resolved to recommend that the stockholders of Seller vote in favor of a resolution approving this Agreement and the transactions contemplated hereby. The Seller's Board has directed that this Agreement be submitted to the stockholders of Seller for their approval. (c) The affirmative vote of (i) a majority of the votes entitled to be cast by holders of outstanding shares of HSA Common Stock and Series D Preferred Stock, voting together as a single class (it being understood that holders of Series D Preferred Stock are entitled to one vote for each share of HSA Common Stock into which their Series D Preferred Stock may be converted) and (ii) at least two-thirds (2/3) of the votes entitled to be cast by holders of outstanding shares of Series D Preferred Stock, voting separately as a single class are, respectively, the Merger only votes of the holders of any of Seller's capital stock necessary in connection with the approval of this Agreement and the transactions contemplated hereby. The stockholder approvals set forth in clauses (i) and (ii) above are collectively referred to herein as the "Seller Requisite Vote". (d) The sale of the Acquired Assets to Holdco and the consummation of the transactions contemplated hereby are not subject to the limitations or requirements of the provisions of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), and no further action is necessary to ensure that the restrictions contained in Section 203 of the DGCL will not apply to Holdco in connection with or following such transactions. To Seller's knowledge, no other state takeover statute is applicable to the transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, other agreements contemplated hereby (the "Ancillary Agreements") to which the Company is a party (the "Company Ancillary Agreements") and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby are within the Company's corporate powers and, except for obtaining any required approval by the Company's stockholders in accordance with Indiana Law (the "Company Stockholder Approval") in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Mergeraction. The only affirmative vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common StockStock having votes representing a majority of the votes of all such outstanding capital stock, voting together as a single class (such voteclass, in favor of the “Stockholder Approval”). No other approval and adoption of this Agreement and the Merger is the only vote or approval of the holders of any class or series of securities of the Company or any Company's capital stock necessary in connection with consummation of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeMerger. This Agreement has been duly executed and delivered by the Company and, assuming Assuming due authorization, execution and delivery of this Agreement and the Ancillary Agreements to which Parent and/or Merger Subsidiary is a party (the "Parent Ancillary Agreements") by Parent and Merger SubSubsidiary, as applicable, each of this Agreement and the Company Ancillary Agreements constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws of general applicability relating to or affecting creditors’ rights generally ' rights, and by to general principles of specific performance, injunctive relief and other equitable remediesequity principles. (b) At The Company's Board of Directors, at a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions has (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Offer and the Merger) are advisable advisable, fair to and in the best interests of the Company’s 's stakeholders, including stockholders, (ii) approving the execution, delivery approved and performance of adopted this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby (including the Offer and the Merger), and (iii) directing resolved to recommend that the Company stockholders accept the Offer and vote for the approval and adoption of this Agreement be submitted and the Merger. The Company's Board of Directors shall continue to a vote of the stockholders of recommend that the Company at stockholders accept the Stockholder Meeting Offer and (iv) recommending vote for the approval and adoption of this Agreement and the Merger, subject to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby7.9.

Corporate Authorization. (a) The Company has all requisite the corporate power and authority to enter into execute and deliver this Agreement and, subject to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Stockholder ApprovalVote”) if the holdings of the Company Common Stock do not meet the threshold required by Section 253 of the DGCL, to consummate the Offers and the Merger and the other transactions contemplated by this Agreementhereby and to perform each of its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Offers and the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly and validly authorized by all necessary corporate action on the part Company Board. Except for the adoption of this Agreement by the Requisite Stockholder Vote in the event the holdings of the Company and Shares do not meet the threshold required by Section 253 of the DGCL, no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize approve this Agreement or to consummate the Offers and the Merger or the other transactions contemplated hereby. The Company Board at a duly held meeting has (i) determined that it is in the best interests of the Company and its stockholders (other than holders of Shares that are Affiliates of the Buyer), and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement or to consummate and the consummation of the transactions contemplated hereby, including the Offers and the Merger. The only vote of holders of any class of capital stock , and (iii) resolved to recommend that the stockholders of the Company necessary to adopt this Agreement, tender their Shares in the Offers or otherwise approve the adoption of this Agreement and directed that to the extent required by the DGCL, this Agreement and the Merger be submitted for consideration by the stockholders of the Company at the Stockholders’ Meeting, and consummate in each case such action of the Company Board has not been amended, rescinded or modified. The action taken by the Company Board constitutes approval of the Offers, the Merger and the other transactions contemplated hereby is by this Agreement under the affirmative vote (in person or by proxy) provisions of holders of a majority in voting power Section 203 of the outstanding shares of Company Common StockDGCL, voting together as a single class and no other state takeover statute is applicable to such transactions. (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, and valid execution and delivery of this Agreement by Parent Buyer and Merger Acquisition Sub, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other moratorium, reorganization or similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesprinciples. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining and declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining hereby are within the Stockholder Approval, Company’s corporate powers and have been duly authorized by all necessary corporate action on the part of the Company and and, except for the Company Stockholder Approvals, no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Mergernecessary. The only vote Company Stockholder Approvals (none of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is which require the affirmative vote (in person or by proxy) of holders shares of Common Stock representing more than a majority in voting power of the issued and outstanding shares of Company Common Stock, voting together as a single class (such vote, ) are the “Stockholder Approval”). No other vote only votes or approval consents of the holders of any class or series of securities of the Company or any of its Subsidiaries is Company’s stock necessary to approve the Investment and to consummate the other transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws affecting creditors’ rights generally and by general principles of specific performanceequity). The Shares, injunctive relief when issued in compliance with the provisions of this Agreement, will be validly issued and will be fully paid and nonassessable, free of any Liens, and will not be subject to any preemptive rights, whether arising under Maryland Law or the charter or bylaws of the Company, as amended or restated, or any Contract, other equitable remediesthan this Agreement or any other Contracts to be executed in connection herewith, to which or by which the Company or any of its Subsidiaries is a party or otherwise subject or bound or to which or by which any property, business, operation or right of the Company or any of its Subsidiaries is subject or bound. (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously duly adopted resolutions has (i) determining and declaring unanimously determined that this Agreement, the Merger Investment, Replacement Advisory Agreement and the other transactions contemplated by this Agreement hereby are advisable and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of unanimously approved this Agreement, the Merger Investment, the Replacement Advisory Agreement and the other transactions contemplated by this Agreement, hereby and (iii) directing that the adoption of this Agreement be submitted subject to a vote of the stockholders Section 7.03, unanimously recommended approval of the Company at the Stockholder Meeting and Proposals (iv) recommending adoption of this Agreement to the stockholders of the Company (such recommendation, the “Company Board Recommendation”)) and has adopted a resolution to the foregoing effect. (c) As of the date hereof, which resolutions have and subject in all cases to Section 7.03 hereafter, the Company Board Recommendation has not been rescinded, rescinded or modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyrespect.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company Parent, Infiniti, Holdco and Merger Sub of this Agreement and the consummation by the Company Parent, Infiniti, Holdco and Merger Sub of the Transactions are within the corporate power and authority of Parent, Infiniti, Holdco and Merger Sub and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company Parent, Infiniti, Holdco and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated herebySub, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeInfiniti Stockholder Approval. This Agreement has been duly executed and delivered by the Company andAgreement, assuming due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a valid and binding agreement of the Company each of Parent, Infiniti, Holdco and Merger Sub, enforceable against the Company Parent, Infiniti, Holdco and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of specific performance, injunctive relief and other equitable remediesthe Enforceability Limitations. (b) At a meeting duly called and heldThe Parent Board, prior to has by the execution unanimous vote of this Agreementall directors of Parent, the Company Board unanimously duly adopted resolutions (i) determining approved and declaring that this Agreement, the Merger and the other transactions contemplated by adopted this Agreement and approved the Transactions in accordance with the requirements of the General Corporation Law of the State of Delaware (the “DGCL”) and (ii) determined that the Transactions, including the Merger, are advisable advisable, fair to and in the best interests of Parent and Infiniti, the Company’s stockholderssole stockholder of Parent as of the date hereof. (c) As of the date hereof, (i) the board of directors of Holdco has approved and declared advisable this Agreement and the Transactions as required under applicable Law and (ii) approving Parent, as the executionsole shareholder of Holdco, delivery has adopted this Agreement in accordance with the ICL. (d) As of the date hereof, (i) the board of directors of Merger Sub has approved and performance declared advisable this Agreement and the Transactions as required under applicable Law and (ii) Holdco, as the sole shareholder of Merger Sub, has adopted this Agreement in accordance with the ICL. (e) As of the date hereof, the board of directors of Infiniti has approved and declared advisable this Agreement, the Merger Transactions and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Investment Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebythereby as required under applicable Law.

Corporate Authorization. (a) The Each of Matrix and the Company has all requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Stockholder Approval, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance by the Company of this Agreement by Matrix and the Company, the performance of their respective obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for obtaining the Stockholder Approval, hereby have been duly authorized by all necessary corporate action on the part of Matrix and the Company Company, and no other corporate proceedings proceeding on the part of Matrix or the Company or its Subsidiaries pursuant to the DGCL are is necessary to authorize the execution, execution and delivery and performance of this Agreement or to consummate the Merger. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger performance by Matrix and the other transactions contemplated hereby is Company of their respective obligations hereunder and the affirmative vote (in person or consummation by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, the “Stockholder Approval”). No other vote or approval of any class or series of securities of Matrix and the Company or any of its Subsidiaries is necessary to consummate the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by the Company andAgreement, assuming due authorization, execution and delivery by Parent and Merger SubParent, constitutes a valid and binding agreement obligation of Matrix and the Company enforceable against Matrix and the Company Company, respectively, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium and reorganization, fraudulent conveyance, moratorium, receivership or other similar Applicable Laws relating to or affecting creditors’ rights generally and by general principles of specific performanceequity (regardless of whether enforceability is considered in a Proceeding in equity or at Law) (collectively, injunctive relief the “Enforceability Exceptions”). As of the date of this Agreement, each of the Matrix Board and other equitable remedies. (b) At a meeting the Company Board, at meetings duly called and held, prior has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) determined that the terms of this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Matrix or the Company, as applicable, and their respective shareholder or shareholders, (ii) determined that it is in the best interests of Matrix or the Company, as applicable, and their respective shareholder or shareholders and declared it advisable for Matrix or the Company, as applicable, to enter into this Agreement and perform its obligations hereunder, (iii) approved the execution and delivery by Matrix or the Company, as applicable, of this Agreement, the Company Board unanimously duly adopted resolutions (i) determining performance by Matrix or the Company, as applicable, of its covenants and declaring that this Agreement, the Merger agreements contained herein and the other transactions contemplated by this Agreement are advisable and in the best interests consummation of the Company’s stockholders, (ii) approving the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that including the adoption of this Agreement be submitted Merger, upon the terms and subject to a vote of the stockholders of the Company at the Stockholder Meeting conditions contained herein and (iv) recommending adoption of this Agreement to the stockholders of the Company (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable with respect to the Company does notBoard, has resolved to recommend to Matrix, as its sole shareholder, to adopt and will not, apply to approve this Agreement or and the transactions contemplated hereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby are within the Company’s corporate powers and, except for obtaining any required approval by the Company’s stockholders (the “Company Stockholder Approval”) in connection with the consummation of the Combination, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or its Subsidiaries pursuant to the DGCL are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Mergeraction. The only vote of holders of any class of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby is the affirmative vote (in person or by proxy) of holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class (such vote, Stock in favor of the “Stockholder Approval”). No other adoption of this Agreement is the only vote or approval of the holders of any class or series of securities of the Company Company’s capital stock or the capital stock of any of its Subsidiaries is necessary to consummate in connection with consummation of the transactions contemplated hereby, except for approvals that would not be material to the Company and its Subsidiaries, taken as a wholeCombination. This Agreement has been duly executed and delivered by the Company and, assuming Assuming due authorization, execution and delivery of this Agreement by Parent Parent, Merger Subsidiary 1 and Merger SubSubsidiary 2, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws laws of general applicability relating to or affecting creditors’ rights generally and by to general equity principles of specific performance(whether considered in a proceeding in equity or at law) (collectively, injunctive relief and other equitable remedies“Creditors’ Rights”). (b) At The Board of Directors of the Company, at a meeting duly called and held, held on or prior to the execution of this Agreementdate hereof, the Company Board unanimously duly adopted resolutions has (i) determining and declaring determined that this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby (including the Combination) are advisable fair to and in the best interests of the Company’s stockholders, (ii) approving the execution, delivery and performance of approved this Agreement, the Merger Agreement and the other transactions contemplated by this Agreementhereby (including the Combination), (iii) directing directed that the adoption of this Agreement be submitted to a vote of the stockholders holders of the Company at the Stockholder Meeting and Common Stock, (iv) recommending resolved (subject to Section 5.2) to recommend the adoption of this Agreement to by the stockholders holders of Company Common Stock and (v) adopted resolutions amending and restating the Company (By-Laws in the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn, except as permitted in Section 6.03. The Company is not party manner previously disclosed to and does not have in force any stockholder rights agreement or “poison pill” or similar anti-takeover agreement or plan. The Company Board has taken all necessary action so that Section 203 of the DGCL or any similar anti-takeover, moratorium, or “control share” law applicable to the Company does not, and will not, apply to this Agreement or the transactions contemplated herebyParent.