Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. (a) The Company has all necessary corporate power and authority to enter into this Agreement and, assuming the receipt of the Company Stockholder Approval, to perform its obligations hereunder to consummate the Merger Transactions and adopt the Charter Amendment. The Company Board (acting upon the unanimous recommendation of the Special Committee) at a meeting duly called and held has unanimously: (i) determined that the Merger Transactions and the Convertible Note Purchase Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of the Company and the Company Stockholders, including the stockholders holding the Unaffiliated Voting Shares; (ii) determined it to be advisable, fair to and in the best interests of the Company and the Company Stockholders to adopt the Charter Amendment to allow for future issuances of shares under the Note Purchase Agreement and notes issued thereunder; (iii) approved, adopted and declared advisable this Agreement, the Voting and Support Agreements, the Merger Transactions, the Note Purchase Agreement and the Charter Amendment; (iv) directed that this Agreement and the Charter Amendment be submitted to the Company Stockholders for adoption; (v) made the Company Board Recommendation; and (vi) to the extent necessary, having the effect of causing the Merger, this Agreement and the Merger Transactions not to be subject to any state Takeover Law or similar Law that might otherwise apply to the Merger or any of the other Merger Transactions, in each case, on the terms and subject to the conditions of this Agreement. None of the foregoing actions by the Company Board have been rescinded or modified in any way (unless effected in accordance with the terms of Section 5.3(c)). (b) The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to receipt of the Company Stockholder Approval, and no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize this Agreement or the consummation by the Company of the Merger Transactions. The affirmative vote Company has made available to Parent a true and correct copy of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger Company Organizational Documents and the Plan of Merger such documents are in full force and effect. The Company is the only vote of the holders not in violation of any of the Company's capital stock necessary in connection with provisions of its Company Organizational Documents. (c) Assuming due authorization, execution and delivery hereof by the consummation of the Merger (the "Company Shareholder Approval"). This other parties hereto, this Agreement constitutes a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms (terms, subject to (i) any applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other laws similar Laws of general applicability affecting or relating to creditors' ’ rights generally and (ii) general principles of equity), whether considered in a proceeding at law or in equity. (bd) At a meeting duly called and held, the Board The only vote of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best holders of any class or series of shares of Company Capital Stock or other equity interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable Company necessary to adopt this Agreement is the adoption of this Agreement by the holders of a majority of the shares of Company Common Stock that are outstanding and the transactions contemplated hereby and (iii) unanimously adopted entitled to vote thereon at the Company Board Recommendation Meeting voting together as a single class (subject to its right to withdraw, modify the “Company Stockholder Approval”). No other vote of the holders of shares of Company Capital Stock or amend any other equity interests of the Company Board Recommendation pursuant is necessary to Section 7.04(b)consummate the Merger Transactions. (e) and (iv) approved and adopted an amendment to The only vote of holders of any class or series of shares of Company Capital Stock or other equity interests of the Company Rights Agreement necessary to render adopt the Charter Amendment is the adoption of the Charter Amendment by the holders of a majority of the shares of Company Common Stock that are outstanding and entitled to vote thereon at the Company Rights inapplicable to Meeting voting together as a single class (the Offer, “Amendment Approval”). No other vote of the Merger, this Agreement and the transactions contemplated hereby (a copy holders of which amendment was provided to Parent by shares of Company Capital Stock or any other equity interests of the Company prior is necessary to adopt the date of this Agreement)Charter Amendment.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby Transactions are within the Company's ’s corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger Company Stockholder Approval (if required by Applicable Lawas defined below), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power outstanding shares of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger Company Stock is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with to approve and adopt this Agreement and consummate the consummation of transactions contemplated hereby, including the Merger (the "“Company Shareholder Stockholder Approval"”). This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equityequity (the “Bankruptcy and Equity Exception”). (b) At a meeting duly called and held, the Board of Directors of the Company has unanimously (i) unanimously determined that this Agreement and the transactions contemplated hereby Transactions, including the Merger, are advisable, fair to and in the best interests of the Company's shareholders, Company and its stockholders; (ii) unanimously approvedapproved the execution, adopted delivery and performance by the Company of this Agreement and the consummation of the Transactions; (iii) declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and Transactions; (iv) approved the execution and adopted an amendment delivery of the Support Agreement by the parties thereto (and the consummation of the transactions contemplated thereby), including for purposes of the Confidentiality Agreement; (v) resolved to recommend that the Company Rights Agreement Company’s stockholders vote to render the Company Rights inapplicable to the Offer, the Merger, approve and adopt this Agreement and the transactions contemplated hereby hereby, including the Merger (a copy such recommendation, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of which amendment was provided to Parent by the Company prior to the date of this Agreement); and (vi) directed that this Agreement be submitted to the Company’s stockholders for their adoption. (c) True and complete copies of the Company’s certificate of incorporation and bylaws, in each case as in effect on the date of this Agreement, are included in the Company SEC Documents.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for the approval any required adoption of this Agreement by the Company's ’s shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Merger, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding Shares and Class B Shares, voting power of all Shares together as a single class, with each Share entitled to one vote thereon per Share and each Class B Share entitled to approve the Merger and the Plan of Merger one vote per Class B Share (if required by Indiana Law) is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (the "“Company Shareholder Approval")”) under applicable Law and the Articles of Incorporation or the By-laws, as currently in effect. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity)Company. (b) At The Committee of Disinterested Directors has been duly authorized and constituted and at a meeting duly called and held, the Board of Directors has unanimously (i) unanimously determined that this Agreement Agreement, including the Offer and the transactions contemplated hereby Merger, are advisable and fair to and in the best interests of the Company's shareholdersUnaffiliated Shareholders and (ii) recommended that the Company Board adopt resolutions, on the terms and subject to the conditions of this Agreement and in accordance with the IBCL (x) determining that it is advisable and fair to and in the best interests of the Company and the Unaffiliated Shareholders for Parent to acquire the Company on the terms and subject to the 10 conditions set forth herein, (y) approving and adopting this Agreement, the Offer and the Merger and (z) recommending that the Unaffiliated Shareholders accept the Offer, tender their Shares in the Offer and approve the Merger and this Agreement (to the extent required by Indiana Law) (the “Committee Recommendation”). (c) The Company Board acting on the Committee Recommendation, at a meeting duly called and held, has unanimously, on the terms and subject to the conditions of this Agreement and in accordance with the IBCL (i) determined that it is advisable and fair to and in the best interests of the Company and the Unaffiliated Shareholders for Parent to acquire the Company on the terms and subject to the conditions set forth herein, (ii) unanimously approvedapproved and adopted this Agreement, adopted and declared advisable this Agreement the Offer and the transactions contemplated hereby Merger and (iii) unanimously adopted recommended that the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to Unaffiliated Shareholders accept the Offer, tender their Shares in the Merger, Offer and approve the Merger and this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreementextent required by Indiana Law) (the “Company Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for the any approval required as a result of an inaccuracy of the Company's shareholders representations of Parent and Merger Subsidiary set forth in Section 5.07 and for the Merger and the Plan of Merger in connection with the consummation of the Merger Company Stockholder Approval (if required by Applicable Lawas defined below), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all outstanding Shares entitled to vote thereon to approve (the Merger and the Plan of Merger “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company's capital stock Company necessary in connection with to adopt this Agreement or approve or consummate the consummation transactions contemplated hereby (including the Merger), except for any approval required as a result of an inaccuracy of the representations of Parent and Merger (the "Subsidiary set forth in Section 5.07. The Company Shareholder Approval"). This has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by each of Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement obligation of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby hereby, including the Merger, are fair to and in the best interests of the Company's shareholdersCompany and its stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby hereby, including the Merger, in accordance with the requirements of the Delaware Law, and (iii) unanimously adopted the Company Board Recommendation (resolved, subject to its right Section 6.04(b), to withdraw, modify or amend recommend the Company Board Recommendation pursuant to Section 7.04(b)) approval and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, adoption of this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent Merger by the stockholders of the Company prior to (such recommendation, the “Company Board Recommendation”). As of the date of this Agreement), the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way.

Corporate Authorization. (a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, including the Merger. The execution, delivery and performance by the Company of this Agreement by Parent and Merger Sub and the consummation by the Company each of them of the transactions contemplated hereby are within the Company's corporate powers andTransactions, except for the approval of the Company's shareholders of including the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and, except for the Company. The affirmative vote approval and adoption of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan this Agreement by Parent, in its capacity as sole stockholder of Merger is Sub, and as set forth in Section 4.4, no other corporate actions on the only vote part of Parent or Merger Sub are necessary to authorize the holders execution and delivery by Parent and Merger Sub of any of the Company's capital stock necessary in connection with this Agreement and the consummation of the Transactions, including the Merger, subject, in the case of the consummation of the Merger, to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The board of directors of Parent has approved this Agreement and the Transactions, including the Merger, and the performance by it of its covenants and agreements contained herein. The board of directors of Merger Sub has unanimously (i) determined that the "Company Shareholder Approval"terms of the Transactions, including the Merger are fair to, and in the best interests of, Merger Sub and its stockholder, (ii) determined that it is in the best interest of Merger Sub to enter into, and approved, adopted and declared advisable, this Agreement, (iii) approved the execution and delivery, by Merger Sub, of this Agreement (including the “agreement of merger,” as such term is used in Section 251 of the DGCL), the performance by Merger Sub of its covenants and agreements contained herein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained herein and (iv) resolved to recommend that Parent, as the sole stockholder of Merger Sub, approve the adoption of this Agreement and the Transactions, including the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes a the legal, valid and binding agreement of the Company Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub and is enforceable against the Company Parent and Merger Sub in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other laws affecting creditors' rights generally and general principles of equity)Equity Exception. (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. MSLO has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement by the affirmative vote at the MSLO Stockholders Meeting, or any adjournment or postponement thereof, of (ai) holders of at least a majority in combined voting power of the outstanding MSLO Class A Common Stock and MSLO Class B Common Stock and (ii) holders of at least fifty percent (50%) in combined voting power of the outstanding MSLO Class A Common Stock and MSLO Class B Common Stock not owned directly or indirectly, by Mxxxxx Xxxxxxx and her Affiliates (the “MSLO Stockholder Approval”), to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company MSLO of this Agreement and the consummation by MSLO of the Company transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the board of directors of MSLO (the “MSLO Board”). The MSLO Board, acting upon the recommendation of the Special Committee, has, by resolutions duly adopted by a vote of all members of the MSLO Board other than Mxxxxx Xxxxxxx (who recused herself), (i) determined that this Agreement and the transactions contemplated hereby, including the MSLO Merger, are fair to, and in the best interests of, MSLO and its stockholders, (ii) approved and adopted this Agreement, including the MSLO Merger, (iii) approved and declared advisable the execution, delivery and performance by MSLO of this Agreement and the consummation of the transactions contemplated hereby are within hereby, and (iv) recommended that the Company's stockholders of MSLO adopt this Agreement and approve the transactions contemplated by this Agreement. Other than the MSLO Stockholder Approval, no other corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action proceedings on the part of the Company. The affirmative MSLO or any other vote of by the holders of a majority any class or series of capital stock of MSLO are necessary to authorize the voting power execution, delivery or performance of all Shares entitled this Agreement or to vote thereon to approve consummate the Merger and the Plan of Merger transactions contemplated hereby. The MSLO Stockholder Approval is the only vote of the holders of any securities of MSLO or any of the Company's capital stock MSLO Subsidiaries necessary in connection with to approve and adopt this Agreement, the consummation of MSLO Merger and the Merger (the "Company Shareholder Approval")other transactions contemplated hereby. This Agreement has been duly executed and delivered by MSLO and, assuming due execution and delivery by each of the other parties hereto, this Agreement constitutes a the legal, valid and binding agreement obligation of the Company MSLO, enforceable against the Company MSLO in accordance with its terms (subject to terms, except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other or similar laws affecting creditors' ’ rights generally and by general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. (a) The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby are within the Company's corporate powers of Parent and Merger Sub and, except for the Parent Shareholder Approval and the approval of the Company's shareholders of the Merger and the Plan transactions contemplated hereby by Parent as the sole shareholder of Merger in connection with the consummation of the Merger (if required by Applicable Law)Sub, have been duly authorized by all necessary corporate action on the part of the CompanyParent. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote votes of the holders of any class or series of the Company's capital stock of Parent necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement are the affirmative votes (the "Company Shareholder ApprovalPARENT SHAREHOLDER TRANSACTION APPROVAL"). This Agreement constitutes a valid and binding agreement ) of the Company enforceable against holders of Parent Common Stock and Parent Preferred Stock, voting together as a single class, (A) representing a majority of the Company votes eligible to be cast by such holders approving the amendment of Parent's articles of incorporation in accordance with its terms Section 7.02(a)(i)(B), (subject B) representing a majority of the voting power of such shares present and entitled to applicable bankruptcyvote to approve the issuance of Parent Common Stock in connection with the Merger and (C) representing a majority of the voting power of such shares present and entitled to vote to approve the amendment of Parent's bylaws in accordance with Section 7.02(a)(ii). The affirmative vote (the "PARENT SHAREHOLDER CHARTER APPROVAL" and, insolvencytogether with the Parent Shareholder Transaction Approval, fraudulent transferthe "PARENT SHAREHOLDER APPROVAL") of the holders of Parent Common Stock and Parent Preferred Stock, reorganizationvoting together as a single class, moratorium and other laws affecting creditors' rights generally and general principles representing two-thirds of equitythe votes eligible to be cast by such holders, shall be required to amend Parent's articles of incorporation to eliminate Article V of the articles of incorporation, such that Parent's articles of incorporation shall be in accordance with Section 7.02(a)(i)(A). (b) At a meeting duly called and held, the Parent's Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's Parent and its shareholders, (ii) unanimously approved, adopted and declared advisable approved this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation resolved (subject to its right Section 7.05) to withdraw, modify or amend recommend that Parent's shareholders grant the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)Shareholder Approval.

Corporate Authorization. (a) The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby are within the Company's corporate powers andof each of Parent and Merger Sub, except for the approval of the Company's shareholders of and have been duly authorized by all necessary corporate action. This Agreement and the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Parent and Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company Sub in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity)the DGCL. (b) At The board of directors of each of Parent and Merger Sub, at a meeting duly called and held, the Board of Directors has have each (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement Transaction Documents and the transactions contemplated hereby and thereby (iiiincluding the Merger) unanimously adopted are in the Company Board Recommendation (subject to its right to withdrawbest interests of their respective stockholders, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (ivii) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby (a copy including the Merger), which approval satisfies in full any applicable requirements of which amendment was provided the DGCL. The approval of the stockholders of Parent is not required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by Parent and Merger Sub. This Agreement constitutes, and the Transaction Documents to be executed and delivered will constitute legal, valid and binding obligations of Parent by the Company prior and Merger Sub, enforceable against Parent and Merger Sub, as applicable, in accordance with their respective terms, except to the date extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of this Agreement)creditors rights generally or by general equitable principles.

Corporate Authorization. (a) Each of Parent and each Merger Sub has all requisite corporate or limited liability company (as applicable) power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by each of Parent and each Merger Sub of this Agreement have been duly and validly authorized by all necessary action on the part of Parent and each Merger Sub (subject, with respect to Merger Sub 1, only to approval by its sole stockholder, which will be effected by written consent immediately following the execution and delivery of this Agreement), and no other corporate or limited liability company (as applicable) proceedings on the part of Parent and each Merger Sub are necessary to authorize the execution and delivery of this Agreement or for each of Parent and each Merger Sub to consummate the Transactions (other than, with respect to the Mergers, the filing of the Certificate of Merger and the LLC Certificate of Merger with the Delaware Secretary of State). Assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement has been duly and validly executed and delivered by Parent and each Merger Sub and constitutes the legal, valid and binding obligation of each of Parent and each Merger Sub, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions. (b) The board of directors, sole member or similar governing body of each of Parent and each Merger Sub has duly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interests of Parent, each Merger Sub and their respective stockholders or other equityholders, as applicable, and (ii) adopting this Agreement and the Transactions. Parent, acting in its capacity as the sole stockholder of Merger Sub 1, will immediately after execution and delivery hereof approve and adopt this Agreement. (c) No vote of, or consent by, the holders of any Equity Securities of Parent (other than, for the avoidance of doubt, the consent of Parent, as the sole holder of the Equity Securities of Merger Sub 1, to adopt the Agreement) is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if Transactions or otherwise required by Parent’s organizational documents, Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of Law or any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity)Governmental Authority. (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. 21 (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. 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 transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with other transactions contemplated by this Agreement, subject to obtaining the consummation of the Merger (if required by Applicable Law)Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The Subject to the accuracy of the representations and warranties in Section 5.10, the only vote of holders of any class of capital stock of the Company necessary to adopt and approve this Agreement and to consummate the Merger and the transactions contemplated by this Agreement (under Applicable Law, the Company Governing Documents or otherwise) is adoption and approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock, voting power of all Shares entitled to vote thereon to approve as a single class (such vote, the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder “Stockholder Approval"”). 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 (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws similar Applicable Law affecting creditors' ’ rights generally and by general principles of equityequity (the “Bankruptcy and Equity Exception”). (b) At The Company Board, at a meeting duly called and held, the Board of Directors has unanimously (i) unanimously determined that this Agreement Agreement, the Merger and the other transactions contemplated hereby are fair to to, advisable and in the best interests of the Company and the stockholders of the Company's shareholders, (ii) unanimously approvedapproved this Agreement, adopted and declared advisable this Agreement the Merger and the other transactions contemplated hereby and declared it advisable that the Company enter into this Agreement 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) unanimously adopted authorized and approved the execution, delivery and performance by the Company Board Recommendation (subject to its right to withdrawof this Agreement and consummation of the Merger and other transactions contemplated hereby, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment subject to Section 6.03, determined to recommend that the stockholders of the Company Rights Agreement to render approve the Company Rights inapplicable to the Offer, the Merger, Merger and adopt this Agreement (the “Board Recommendation”), and (v) directed that this Agreement be submitted to a vote of the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)Company’s stockholders.

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 hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within the Company's corporate powers andhereby, except for obtaining the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock voting power of all Shares entitled to vote thereon to approve and adopt this Agreement and the Merger and (the Plan of Merger "Stockholder Approval") is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (and the "Company Shareholder Approval")other transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws similar Applicable Law affecting creditors' rights generally and by general principles of equity). (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 of Directors has duly adopted resolutions (i) unanimously determined declaring that this Agreement Agreement, the Merger and the other transactions contemplated hereby are fair to advisable and in the best interests of the Company's shareholdersstockholders, (ii) unanimously approvedapproving this Agreement, adopted the Merger and declared advisable the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and 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 Agreement, the Voting Agreements and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdrawthereby, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to directing that the Company Rights Agreement to render the Company Rights inapplicable to the Offeradoption of this Agreement, the Merger, this Agreement Merger and the other transactions contemplated hereby (be submitted to a copy vote of which amendment was provided to Parent by the stockholders of the Company prior to at the date of this Agreement)Stockholder Meeting, and (v) making the Board Recommendation.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company, and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Companyaction. The affirmative vote of the holders of a majority of the voting power votes represented by the outstanding shares of all Shares entitled to vote thereon to approve the Merger Company Common Stock, Company Class B Stock and the Plan outstanding shares of Merger Company Preferred Stock not held by the Apollo Investors, voting together as a single class (the "Company Stockholder Approval"), is the only vote of required to adopt this Agreement and the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")Merger. This Agreement constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally rights, and to general principles of equity)equitable principles. (b) At The Company Independent Committee at a meeting duly called and held, the Board of Directors and (subject to Section 6.4) not subsequently rescinded or modified in any way, has duly (i) unanimously determined that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to and in the best interests of the Company's shareholdersholders of Company Common Stock (other than Parent, Merger Sub, the Apollo Investors, the holders of Company Class B Stock and their respective Affiliates), (ii) unanimously approved, adopted and declared advisable recommended this Agreement and to the transactions contemplated hereby Board of Directors of the Company and (iii) unanimously adopted the Company Board Recommendation resolved (subject to its right Section 6.4) to withdrawrecommend that the holders of Company Common Stock (other than Parent, modify or amend Merger Sub, the Apollo Investors, the holders of Company Class B Stock and their respective Affiliates) vote for adoption of this Agreement. The Board of Directors of the Company Board Recommendation pursuant (after taking into account the recommendation of the Company Independent Committee), at a meeting duly called and held, and (subject to Section 7.04(b)6.4) and not subsequently rescinded or modified in any way, has duly (ivi) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, determined that this Agreement and the transactions contemplated hereby (a copy including the Merger) are advisable, fair to and in the best interests of which amendment was provided the stockholders of the Company, (ii) approved and adopted this Agreement and (iii) resolved (subject to Parent by Section 6.4) to recommend that the Company prior to stockholders vote for the date adoption of this Agreement). (c) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of this Agreement, the Parent Subscription Agreement, the Apollo Consent, the Trust Voting Agreement and the transactions contemplated hereby and thereby, including the Merger, without any further action on the part of the stockholders or the Board of Directors of the Company. True, correct and complete copies of all resolutions of the Board of Directors of the Company reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation is applicable to or purports to be applicable to the Merger or any other transaction contemplated by this Agreement.

Corporate Authorization. (a) The executionCompany has the full corporate ------------------------ power and authority to execute and deliver this Agreement and, delivery and performance subject to approval of this Agreement by the affirmative vote of a majority of the votes represented by the shares of Common Stock outstanding on the record date to be established for the Company Stockholders Meeting, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative Company have been (i) duly and validly authorized and adopted by the unanimous vote of the holders of a majority of Special Committee and by the voting power of all Shares entitled to unanimous vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary Board of Directors, and (ii) determined to be fair to, advisable and in connection with the best interests of the stockholders of the Company (other than the Retaining Stockholders) by the Special Committee and the Company's Board of Directors. The Special Committee and the Board of Directors have each recommended that the Stockholders of the Company adopt this Agreement and approve the Merger. No corporate proceedings on the part of the Company are necessary, as a matter of law or otherwise, for the consummation of the Merger (transactions contemplated hereby, other than the "approval of this Agreement by the Company's stockholders at the Company Shareholder Approval")Stockholders Meeting. This Agreement constitutes has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by MergerSub, is a valid and binding agreement of the Company enforceable against the Company it in accordance with its terms terms, except to the extent that the enforcement thereof may be limited by (subject to applicable i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws affecting creditors' now or hereafter in effect relating to creditor's rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholdersgenerally, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity) and (iii) unanimously adopted the Company Board Recommendation (remedy of specific performance and injunctive and other forms of equitable relief may be subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to discretion of the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of court before which amendment was provided to Parent by the Company prior to the date of this Agreement)any enforcement proceeding therefor may be brought.

Corporate Authorization. (a) Each of the Company and Holdings LLC has all requisite corporate or limited liability company (as applicable) power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Required Company Stockholder Approval, to consummate the Transactions. The execution, delivery and delivery, and, assuming the accuracy of the representation set forth in ‎Section 5.07(c), the performance by the Company and Holdings LLC, as applicable, of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly and validly authorized by all necessary corporate action on the part of the Company. The affirmative vote Company Board (in the case of the holders Company) and all necessary limited liability company action on the part of a majority HMTV LLC (in the case of Holdings LLC), subject to the receipt of the voting power Required Company Stockholder Approval, and no other corporate or limited liability company (as applicable) proceedings on the part of all Shares entitled the Company, Holdings LLC or any other stockholder (or other equityholder) vote (other than the Required Company Stockholder Approval) is necessary to vote thereon authorize the execution and delivery of this Agreement or for the Company or Holdings LLC to approve consummate the Transactions (other than, with respect to the Mergers, the filing of the Certificate of Merger and the Plan LLC Certificate of Merger is with the only vote Delaware Secretary of the holders of any of State) pursuant to the Company's capital stock necessary in connection with ’s and Holdings LLC’s Governing Documents, the consummation DGCL, the LLC Act and the rules and regulations of the Merger (the "Company Shareholder Approval")Nasdaq, as applicable. This Agreement has been duly and validly executed and delivered by each of the Company and Holdings LLC and, assuming the due authorization, execution and delivery by Parent and each Merger Sub of this Agreement, constitutes a the legal, valid and binding agreement obligation of each of the Company and Holdings LLC, enforceable against each of the Company and Holdings LLC in accordance with its terms terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other laws similar Laws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally and general principles (ii) the remedies of equityspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (b) At On or prior to the date of this Agreement, (i) the Company Special Committee has received from each of Moelis & Company LLC and PJT Partners LP (the “Special Committee Financial Advisors”), 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 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 (ii) the Company Board (acting on the unanimous recommendation of the Company Special Committee) has, at a meeting duly called and heldheld in which all directors of the Company Board were present, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby Transactions, including the Mergers, are fair to and in the best interests interest of the Company's shareholdersCompany and the holders of Company Common Stock, and has duly adopted resolutions by a unanimous vote (iiA) unanimously approved, adopted and declared advisable determining that this Agreement and the transactions contemplated hereby Transactions are fair to, advisable and (iii) unanimously adopted in the best interests of the Company Board Recommendation and the Company’s stockholders, (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)B) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, approving this Agreement and the transactions contemplated hereby Transactions, (C) directing that the adoption of this Agreement be submitted to a copy vote at a meeting of which amendment was provided to Parent by the stockholders of the Company prior and (D) subject to ‎Section 6.02, recommending 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 the representation set forth in ‎Section 5.07(c), the Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar applicable “anti-takeover” Law will not be applicable to the date of Mergers or this Agreement). No other state takeover statute or similar statute or regulation applies to or purports to apply to the Mergers 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 Mergers or the other Transactions.

Corporate Authorization. (a) The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby by this Agreement are within the Company's corporate powers of each of Parent and Merger Sub and, except for the Parent Stockholder Approval and the required approval of the Company's shareholders of the Merger and the Plan shareholder of Merger Sub in connection with the consummation of the Merger (if required by Applicable Law)Merger, have been duly authorized by all necessary corporate action on the part of the CompanyParent and Merger Sub. The affirmative vote of the holders of a majority of all votes cast by holders of outstanding shares of Parent Common Stock at a duly called and held meeting of Parent’s stockholders at which a quorum is present approving the voting power issuance of all Shares entitled to vote thereon to approve shares of Parent Common Stock in connection with the Merger and (the Plan of Merger “Parent Share Issuance”) is the only vote of the holders of any of the Company's Parent’s capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder “Parent Stockholder Approval"”). This Agreement has been duly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the Company) constitutes a valid and binding agreement of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other laws affecting creditors' rights generally and general principles of equityEquity Exceptions). (b) At a meeting duly called and held, the Board of Directors has of Parent unanimously adopted resolutions (i) unanimously determined determining that this Agreement and the transactions contemplated hereby (including the Parent Share Issuance) are fair to and in the best interests of the Company's shareholdersParent’s stockholders, (ii) unanimously approvedapproving, adopted adopting and declared declaring advisable this Agreement and the transactions contemplated hereby and (including the Parent Share Issuance), (iii) unanimously adopted directing that the Company Board Recommendation (subject approval of the Parent Share Issuance be submitted to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) a vote at a meeting of Parent’s stockholders and (iv) approved and adopted an amendment to recommending approval of the Company Rights Agreement to render the Company Rights inapplicable to the OfferParent Share Issuance by Parent’s stockholders (such recommendation, the Merger, “Parent Board Recommendation”). (c) The Board of Directors of Merger Sub has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (a copy including the Merger) are fair to and in the best interests of which amendment was provided to Parent by the Company prior to the date of this Agreement).Merger Sub and its shareholder,

Corporate Authorization. (a) 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 transactions contemplated hereby by this Agreement are within the Company's corporate powers and authority of Parent, Bidco and each Merger Sub and, except for the Parent 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 Company's shareholders of the Merger and the Plan sole member of Merger in connection with the consummation of the Merger (if required by Applicable Law)Sub II, have been duly authorized by all necessary corporate action on the part of the CompanyParent, Bidco and each Merger Sub. The affirmative vote of the holders of at least a majority of the voting power votes cast by the holders of all outstanding Parent Ordinary Shares entitled 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 vote thereon to approve the issuance of Parent ADSs in connection with the First Merger and (the Plan of Merger “Parent ADS Issuance”)) is the only vote of the holders of any of the Company's Parent’s capital stock necessary in connection with the consummation of the Merger Mergers (the "Company “Parent Shareholder Approval"”). This Agreement has been duly executed and delivered by each of Parent, Bidco and each Merger Sub and (assuming due authorization, execution and delivery by 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 (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other laws affecting creditors' rights generally and general principles of equityEquity Exceptions). (b) At a meeting duly called convened and held, the Board of Directors has (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 Agreement 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 “Parent Board Recommendation”). (c) The Boards of Directors of Bidco and Merger Sub I have unanimously determined adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Mergers) are fair to and in the best interests of the Company's shareholderssuch companies and their respective stockholders, (ii) unanimously approvedapproving, adopted adopting and declared declaring advisable this Agreement and the transactions contemplated hereby and (including the Mergers), (iii) unanimously adopted directing that the Company Board Recommendation (subject approval and adoption of this Agreement be submitted to its right to withdrawa vote of their respective stockholders or member, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) as applicable, and (iv) approved recommending approval and adoption of this Agreement by their respective stockholders or member, as applicable. (d) The Board of Directors of Merger Sub II has unanimously adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, resolutions (i) determining that this Agreement and the transactions contemplated hereby (a copy including the Mergers) are fair to and in the best interests of which amendment was provided to Parent by such Merger Sub and its sole member, (ii) approving, adopting and declaring advisable this Agreement and the Company prior to transactions contemplated hereby (including the date Mergers), (iii) directing that the approval and adoption of this Agreement).Agreement be submitted to a vote of such Merger Sub II’s sole member, and

Corporate Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly and validly authorized by all necessary corporate action on the part of the Company Board, subject only to the approval of the Company’s stockholders as described below, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or for the Company to consummate the Transactions (other than, with respect to the Merger, the filing of the Certificate of Merger with the Delaware Secretary of State). Assuming the due authorization, execution and delivery by Parent and Merger Sub of this Agreement, this Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Enforceability Exceptions”). The affirmative vote of the holders of a majority of the voting power outstanding shares of all Shares entitled Company Common Stock to vote thereon to approve adopt this Agreement (the Merger and the Plan of Merger “Required Company Stockholder Approval”) is the only vote of the holders of any of the Company's capital stock Company Capital Stock necessary in connection with the consummation of to adopt this Agreement and approve the Merger (and the "Company Shareholder Approval"). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity)Transactions. (b) At a meeting duly called and held, the Company Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby Transactions are fair to to, advisable and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approved, adopted and declared advisable approved this Agreement and the transactions contemplated hereby Transactions and (iii) unanimously adopted the Company Board Recommendation resolved (subject to its right Section 6.02) to withdraw, modify or amend recommend adoption of this Agreement by the stockholders of the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offersuch recommendation, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the “Company prior to the date of this AgreementBoard Recommendation”).

Corporate Authorization. (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement and to perform its obligations under this Agreement subject only to obtaining the Requisite Shareholder 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 contemplated hereby are within have been duly, validly and unanimously authorized by the Company's corporate powers andCompany Board, except for one (1) director of the Company Board who was recused from such authorization. The only Company Shareholder approval or authorization required to approve this Agreement and effect the Merger is the approval of the Company's shareholders holders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if Common Shares as required by Applicable Lawthe Corporations Code (the “Requisite Shareholder Vote”), have . (b) This Agreement has been duly authorized and validly executed and delivered by all necessary corporate action on the part of Company and, assuming the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the due and valid execution and delivery by Parent and Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Agreement Sub, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms terms, except: (subject i) as rights to applicable indemnity hereunder may be limited by federal or state securities Laws or the public policies embodied therein; (ii) as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfermoratorium, reorganization, moratorium reorganization or similar Laws affecting the enforcement of creditors’ rights generally; and (iii) as the remedy of specific performance and other laws affecting creditors' rights generally forms of injunctive relief may be subject to equitable defenses and general principles to the discretion of equity)the court before which any proceeding therefor may be brought. (bc) At a meeting duly called and heldOn or prior to the Agreement Date, the Company Board of Directors has adopted resolutions (i) unanimously determined that adopting this Agreement and declaring the Merger and the other transactions contemplated hereby are fair to by this Agreement advisable and in the best interests of the Company's shareholders, Company and the Company Shareholders and (ii) unanimously approvedresolving to recommend that the Company Shareholders approve this Agreement. All such resolutions are in full force and effect and none have been amended or superseded. (d) Xxxx Brothers & Company, adopted LLC (the “Company Financial Advisor”) has delivered to the Company Board its opinion to the effect that, as of the date such opinion was delivered, and declared advisable subject to the qualifications, limitations and assumptions set forth therein, the Cash Consideration Per Share is fair, from a financial point of view, to the holders of Common Shares (the “Company Fairness Opinion”). The Company has been authorized by the Company Financial Advisor to permit the inclusion in full of the Company Fairness Opinion in the Company Proxy Statement. The Company Fairness Opinion has not been withdrawn, revoked or modified. (e) As of the Agreement date, there is no action required to be taken by the Company or the Company Board to exempt this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby from, and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby (a copy of which amendment was provided to Parent by are exempt from, the Company prior to the date of this Agreement)requirements of, any and all Antitakeover Laws.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for the required approval of the Company's shareholders of the Merger and the Plan of Merger ’s stockholders in connection with the consummation of the Merger (if required by Applicable Law)Merger, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power outstanding shares of all Shares Company Stock entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (the "“Company Shareholder Stockholder Approval"”). This The delivery of the Written Consent will constitute the Company Stockholder Approval. Assuming the due authorization, execution and delivery of this Agreement by NICE, Parent and Merger Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (b) At a meeting duly called and held, the Company’s Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholdersCompany and its stockholders, (ii) unanimously approved, adopted approved and declared advisable this Agreement and the transactions contemplated hereby hereby, and (iii) unanimously adopted resolved, subject to Section 6.04(b), to recommend approval and adoption of this Agreement by its stockholders (such recommendation, the “Company Board Recommendation (subject to its right to withdrawRecommendation”), modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved fixed a record date for the determination of stockholders of record entitled to consent to adoption and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, approval of this Agreement and (v) determined to submit the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date adoption and approval of this Agreement)Agreement to its stockholders for action by written consent without a meeting.

Corporate Authorization. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby 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 Merger and the other transactions contemplated hereby are within have been duly and validly authorized by the Board of Directors of the Company's corporate powers and, except . Except for the approval of the Company's shareholders this Agreement by a simple majority of the Merger and Ordinary Shares present, in person or by proxy, at a meeting of Company shareholders called for such purpose (the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law“Requisite Shareholder Vote”), have been duly authorized by all necessary no other corporate action proceedings on the part of the CompanyCompany are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. The affirmative vote Board of Directors of the holders of a majority Company, acting upon the unanimous recommendation of the voting power of all Shares entitled to vote thereon to approve Special Committee, at a duly held meeting has (i) determined that the Merger and this Agreement are fair to and in the Plan of Merger is the only vote best interests of the holders Company and its shareholders, (ii) approved the Merger, the execution, delivery and performance of any of the Company's capital stock necessary in connection with this Agreement and the consummation of the Merger transactions contemplated hereby, and (iii) resolved to recommend that the "Company shareholders approve this Agreement and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Shareholder Approval"). Meeting. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due 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 (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfermoratorium, reorganization, moratorium and other laws reorganization or similar Laws affecting the enforcement of creditors' ’ rights generally and general principles equitable principles. Table of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).Contents

Corporate Authorization. Each of Parent and Merger Subsidiary has all requisite corporate power and authority to enter into this Agreement and to and to perform its respective obligations hereunder. The board of directors of Parent has: (a) The determined that this Agreement and the transactions contemplated by this Agreement are fair to and in the best interests of Parent and its stockholders; and (b) authorized and approved the execution, delivery and performance of this Agreement by Parent. The board of directors of Merger Subsidiary has: (i) approved and declared advisable this Agreement and the Company transactions contemplated hereby; (ii) determined that this Agreement and the transactions contemplated by this Agreement (including the Merger) are fair to and in the best interests of Merger Subsidiary and of Parent as its sole stockholder; and (iii) resolved to recommend that Parent as the sole stockholder of Merger Subsidiary adopt this Agreement. The execution and delivery by Parent and Merger Subsidiary of this Agreement and the consummation performance by the Company Parent and Merger Subsidiary of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), their respective obligations hereunder have been duly authorized by all necessary corporate and shareholder action on the part of Parent and Merger Subsidiary, other than, with respect to the Company. The affirmative vote Merger, the adoption of this Agreement by Parent as the sole stockholder of Merger Subsidiary (which Parent hereby covenants shall occur immediately following the execution and delivery hereof) and the filing of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan Certificate of Merger is as required by the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")Delaware Law. This Agreement constitutes a valid and binding agreement of the Company each of Parent and Merger Subsidiary, enforceable against the Company each such Person in accordance with its terms (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws similar Applicable Law affecting creditors' rights generally and by general principles of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and are within its corporate powers. The performance of the consummation obligations under this Agreement required to be performed by the Company of prior to the transactions contemplated hereby are within the Company's corporate powers andEffective Time has been, except for the approval of the Company's shareholders of and the Merger and the Plan of Merger in connection with the consummation performance of the Merger (if obligations under this Agreement required to be performed by Applicable Law)the Company at the Effective Time and thereafter, will have been at the Effective Time, duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of (i) the Common Shares voting power of all as a separate class, (ii) the Preferred Shares entitled to vote thereon to approve voting as a separate class and (iii) the Merger Common Shares and the Plan of Merger is Preferred Shares (voting on an as converted basis) voting as a single class, are the only vote votes of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (Merger. Such votes have been obtained by virtue of the "Company Shareholder Approval")Consents delivered on the date hereof. This Agreement constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms (subject terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and other laws affecting creditors' rights generally and general principles of equity)remedies. (b) At a meeting duly called and held, the The Company’s Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's ’s shareholders, (ii) unanimously approved, adopted and declared advisable approved this Agreement and the transactions contemplated hereby hereby, and (iii) unanimously adopted the Company Board Recommendation resolved to recommend adoption of this Agreement by its shareholders. (subject c) The Stockholders’ Representative has all necessary power and authority to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) execute and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, deliver this Agreement and the transactions contemplated hereby (a copy of which amendment was provided Escrow Agreement and to Parent carry out its obligations hereunder and thereunder. The Escrow Agreement has been duly executed and delivered by the Company prior Stockholders’ Representative and, assuming the due authorization, execution and delivery of the Escrow Agreement by Buyer and the Escrow Agent, constitutes a legal, valid and binding obligation of the Stockholders’ Representative, enforceable against the Stockholders’ Representative in accordance with its terms, except to the date extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of this Agreement)creditors’ rights and remedies.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby Transactions are within the Company's ’s corporate powers and, except for the required approval of the Company's shareholders of the Merger and the Plan of Merger ’s stockholders in connection with the consummation of the Merger (if required by Applicable Law)Merger, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power outstanding shares of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger Company Stock is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with to adopt this Agreement and to consummate the consummation of the Merger Transactions (the "“Company Shareholder Stockholder Approval"”). This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors of the Company has unanimously (i) unanimously determined that this Agreement and the transactions contemplated hereby Transactions, including the Merger, are advisable, fair to and in the best interests of the Company's shareholders, Company and its stockholders; (ii) unanimously approvedapproved the execution, adopted delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Merger; (iii) declared advisable this Agreement and the transactions contemplated hereby Transactions, including the Merger, on the terms and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) conditions set forth herein; and (iv) approved and adopted an amendment resolved to recommend that the Company Rights Company’s stockholders vote to approve this Agreement to render the Company Rights inapplicable to the Offer(such recommendation, the Merger“Company Board Recommendation”), this Agreement which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof. (c) True and complete copies of the transactions contemplated hereby (a copy Company’s certificate of which amendment was provided to Parent by the Company prior to incorporation and bylaws, in each case as in effect on the date of this Agreement), are included in the Company SEC Documents.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for the approval of the Company's ’s shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (the "“Company Shareholder Approval"”). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (ba) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's ’s shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, assuming the conditions set forth in Section 251(h) of Delaware Law that are outside the Company’s control are satisfied, to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative Assuming the conditions set forth in Section 251(h) of Delaware Law that are outside the Company’s control are satisfied, no vote of the holders of a majority outstanding shares of the voting power of all Shares entitled to vote thereon Company Common Stock is required to approve the Merger and adopt this Agreement and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")Merger. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws similar Applicable Law affecting creditors' ’ rights generally and by general principles of equity). (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 of Directors has duly adopted resolutions (i) unanimously determined declaring that this Agreement Agreement, the Merger and the other transactions contemplated hereby are fair to to, advisable and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approvedapproving this Agreement, adopted and declared advisable this Agreement the Merger and the other transactions contemplated hereby and hereby, (iii) unanimously adopted taking all actions necessary so that the Company Board Recommendation (subject restrictions on business combinations and stockholder vote requirements contained in Section 203 of the Delaware Law will not apply with respect to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to as a result of the Offer, the Merger, this Agreement Agreement, the Tender and Support Agreements and the transactions contemplated hereby and thereby, and (a copy iv) making the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way. (c) The Company Board has properly elected to enter into this Agreement and consummate the transactions contemplated hereby pursuant to Section 251(h) of which amendment was provided Delaware Law. No party to Parent by this Agreement is an “interested stockholder” of the Company as defined in Section 203(c) of Delaware Law. No provision of the Company’s certificate of incorporation or bylaws (i) requires a vote of the stockholders of the Company to approve the Offer, this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement or (ii) prohibits the Company and Parent from completing the Merger pursuant to Section 251(h) of Delaware Law. Immediately prior to the date Company’s execution of this Agreement), the shares of Company Common Stock are listed on a national securities exchange or are held of record by more than 2,000 holders.

Corporate Authorization. (a) Each of Parent and Merger Co. has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party, and solely with respect to Parent, subject to obtaining the Parent Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Company each of Parent and Merger Co. of this Agreement and the other Transaction Agreements to which it is a party and the consummation by the Company Parent and Merger Co. of the transactions contemplated hereby Transactions are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Parent and Merger Co. and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly and validly authorized by all necessary corporate and stockholder action on (other than obtaining the part Parent Stockholder Approval and by Parent as the sole stockholder of Merger Co., which shall be obtained prior to the Effective Time) under the certificates of incorporation and bylaws of Parent and Merger Co. and applicable provisions of Delaware Law, other than the filing with the Secretary of State of the Company. The affirmative vote State of Delaware of the holders certificate of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")merger as required by Delaware Law. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Co. and the other Transaction Agreements shall have been duly and validly executed and delivered by Parent prior to the Effective Time. Assuming this Agreement constitutes and the other Transaction Agreements when executed and delivered prior to the Effective Time shall constitute legal, valid and binding agreements of the other parties hereto and thereto, this Agreement constitutes a legal, valid and binding agreement of Parent and Merger Co., and each of the Company other Transaction Agreements when executed and delivered prior to the Effective Time shall constitute legal, valid and binding agreements of Parent, in each case, enforceable against the Company Parent or Merger Co., as applicable, in accordance with its terms (subject to applicable their respective terms, except as such enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and other similar laws affecting the enforcement of creditors' ’ rights generally and for limitations imposed by general principles of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for obtaining the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power outstanding shares of all Shares entitled to vote thereon to approve Company Stock in favor of the Merger approval and adoption of this Agreement (the Plan of Merger “Company Stockholder Approval”) is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")Merger. This Agreement constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms terms, except (subject to i) as the same may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other or similar laws of general application relating to or affecting creditors' rights generally ’ rights, and (ii) for the limitations imposed by general principles of equity). (b) At a meeting duly called and held, the Company’s Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders’s stockholders (other than any affiliates of Parent), (ii) unanimously approved, adopted approved and declared advisable this Agreement and the transactions contemplated hereby and hereby, (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby hereby, and (a copy of which amendment was provided iv) resolved (subject to Parent by the Company prior Section 6.03) to the date recommend approval and adoption of this AgreementAgreement by its stockholders (other than any affiliates of Parent) (such recommendation, the “Company Board Recommendation”).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval (if required by Applicable Law), to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within the Company's corporate powers andhereby, except for obtaining the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger Stockholder Approval (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The If required by Applicable Law, the affirmative vote of the holders of a majority two-thirds of the outstanding Shares voting power of all Shares entitled to vote thereon to approve this Agreement and the Merger and (the Plan of Merger “Stockholder Approval”) is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (and the "Company Shareholder Approval")other transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws similar Applicable Law affecting creditors' ’ rights generally and by general principles of equity). (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 of Directors has duly adopted resolutions (which have not been subsequently rescinded, modified or withdrawn, except as permitted under Section 6.03) (i) unanimously determined determining that this Agreement Agreement, the Offer, the Merger and the other transactions contemplated hereby are fair to advisable and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approvedauthorizing and adopting this Agreement, adopted (iii) approving the Offer, the Merger and declared advisable the other transactions contemplated hereby, (iv) authorizing and approving the grant of the Top-Up Option to Merger Sub and the issuance of the Top-Up Shares upon exercise thereof, (v) determining that the consideration for the Top-Up Option Shares described in Section 2.05(b) is adequate, (vi) directing that this Agreement be submitted to the stockholders of the Company for approval (unless the Merger is consummated in accordance with Section 11.05 of the MBCA as contemplated by Section 6.04(d)), (vii) consenting to the Offer and recommending acceptance of the Offer and approval of this Agreement and the transactions contemplated hereby Merger by the stockholders of the Company at the Stockholder Meeting and (iiiviii) unanimously adopted taking all actions necessary so that the Company Board Recommendation (subject restrictions on take-over bids, share acquisitions, business combinations and stockholder vote requirements contained in Chapters 110C, 110D and 110F of the Massachusetts General Laws and any other “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover laws or regulations that may purport to its right be applicable will not apply with respect to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to as a result of the Offer, the Merger, this Agreement, the Tender and Voting Agreements and the other transactions contemplated hereby and thereby (collectively, the “Board Recommendation”). (c) The Company has taken all actions necessary to: (i) render the Company Rights Agreement inapplicable to this Agreement and the Tender and Voting Agreements, and the transactions contemplated hereby by this Agreement, the Tender and Voting Agreements and the Merger; (a copy ii) ensure that in connection with the transactions contemplated by this Agreement and the Tender and Voting Agreements (A) neither Parent, the Merger Sub or any of which amendment was provided to Parent by their “Affiliates” or “Associates” (each as defined in the Company Rights Agreement) is or will be an “Acquiring Person” (as defined in the Company Rights Agreement) and (B) none of a “Stock Acquisition Date,” a “Distribution Date,” a “Triggering Event,” a “Section 11(a)(ii) Event” or a “Section 13 Event” (as such terms are defined in the Company Rights Agreement) occurs or will occur, in each case of clauses (A) and (B), solely by reason of the execution of this Agreement or the Tender and Voting Agreements, or the consummation of the Merger or the other transactions contemplated by this Agreement or the Tender and Voting Agreements; and (iii) provide that the “Expiration Date” (as defined in the Company Rights Agreement) shall occur immediately prior to the Effective Time. To the Knowledge of the Company, no Person is an “Acquiring Person” and no “Stock Acquisition Date,” “Distribution Date”, “Triggering Event”, “Section 11(a)(ii) Event” or “Section 13 Event” has occurred (as such terms are defined in the Company Rights Agreement). Except as described in this Section 4.02(c), the Company Rights Agreement has not been amended or modified. (d) The Company has taken all action necessary ensure that all payments to be made and benefits to be granted to any Company Employee in connection with the transactions contemplated by this Agreement pursuant to any employment, compensation, severance, retention or other employee benefit arrangements (“Compensation Arrangements”) in effect as of the date of this Agreement)Agreement have been approved as contemplated by Exchange Act Rule 14d-10 for the purpose of satisfying the requirements of the non-exclusive safe harbor set forth in paragraph (d) of such Rule.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the CompanyCompany and except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Delaware Law and the receipt of the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Company has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Parent and Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors has unanimously (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and hereby, (iii) unanimously adopted resolved, subject to Section 6.03(b), to recommend the adoption of this Agreement and approval of the Merger by the stockholders of the Company Board Recommendation (subject to its right to withdrawsuch recommendation, modify or amend the “Company Board Recommendation pursuant to Section 7.04(b)Recommendation”) and (iv) approved and adopted an amendment to directed that the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, adoption of this Agreement and approval of the transactions contemplated hereby (Merger be submitted to a copy vote of the Company’s stockholders, each of which amendment was provided to Parent by the Company prior to resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. (c) The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding Shares, voting together as a single class (the “Company Stockholder Approval”), at the Company Stockholders’ Meeting, is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are by this Agreement arc within the Company's corporate powers of the Company and, . except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Company Shareholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of at least a majority of the voting power outstanding shares of all Shares entitled to vote thereon to approve the Merger Company Common Stock approving and the Plan of Merger 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 Merger (the "Company Shareholder Approval"). 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 (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors' rights generally and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the "Bankruptcy and Equity Exceptions")). (b) At a meeting duly called and held, the Board of Directors has of the Company unanimously adopted resolutions (i) unanimously determined determining that this Agreement and the transactions contemplated hereby are (including the Merger) arc fair to and in the best interests of the Company's Company and its shareholders, (ii) unanimously approvedapproving, adopted adopting and declared declaring advisable this Agreement and the transactions contemplated hereby and (including the Merger), (iii) unanimously adopted directing that this Agreement be submitted to a vote at a meeting of the Company Board Recommendation (subject to its right to withdrawCompany's shareholders, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved recommending approval and adopted an amendment to adoption of this Agreement (including the Merger) by the Company's shareholders (such recommendation, the "Company Board Recommendation"). Except as permitted by Section 6.02, the Board of Directors of the Company Rights Agreement to render has not subsequently rescinded, modified or withdrawn any of the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the transactions contemplated hereby Transactions are within the Company's corporate powers of the Company and, except for the approval subject to receipt of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote approval of the Transactions on the terms and conditions of this Agreement by the Voting Trust, as the sole holder of Company Voting Common Stock, as authorized by the approval of a majority of the Voting Trustees and the holders of a majority of the voting power of all Shares entitled to vote thereon to approve outstanding Voting Trust Receipts (the Merger and the Plan of Merger “Company Stockholder Approval”) is the only vote of the holders of any of approval by the Company's capital stock ’s stockholders necessary in connection with the consummation of the Merger Mergers under Applicable Law (including the "MGCL) and the Company Shareholder Organizational Documents. The Company Stockholder Approval shall be duly and validly obtained in accordance with Applicable Law (including the MGCL) and the Company Organizational Documents upon the execution and delivery of the Written Consent pursuant to the terms of this Agreement, and, when delivered, the Written Consent shall constitute the irrevocable Company Stockholder Approval"). This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by the other parties hereto) constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors' ’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Directors of the Company has unanimously (i) unanimously determined that this Agreement and the transactions contemplated hereby Transactions are fair to and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approved, adopted approved and declared advisable this Agreement the Mergers and the transactions contemplated hereby other Transactions on the terms and conditions of this Agreement, (iii) unanimously adopted directed that the approval of the Mergers and the other Transactions on the terms and conditions of this Agreement be submitted to the Voting Trustees, the holders of the Voting Trust Receipts, and the Voting Trust, the sole holder of Company Board Recommendation (subject to its right to withdrawVoting Common Stock, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) for consideration, and (iv) approved recommended the approval of the Mergers and adopted an amendment to the other Transactions on the terms and conditions of this Agreement by the Voting Trustees (in their capacities as such), the holders of the Voting Trust Receipts (in their capacities as such) and the Voting Trust (such recommendation, the “Company Board Recommendation”). Except as permitted by Section 6.03, the Board of Directors of the Company Rights Agreement to render has not subsequently rescinded, modified or withdrawn any of the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for the approval receipt of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger Company Stockholder Approval is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger (the "pursuant to Delaware Law. The Company Shareholder Approval"). This has duly executed and delivered 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 (subject to applicable except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other laws Applicable Laws of general applicability relating to or affecting creditors' rights generally and general creditor’s rights, or by principles governing the availability of equityequitable remedies in any Legal Action (collectively, the “Enforceability Exceptions”)). (b) At a meeting duly called and held, the Board of Directors (upon the unanimous recommendation of the Special Committee) has (i) unanimously determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of the Company's shareholdersCompany and its stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and hereby, (iii) unanimously adopted directed that the Company Board Recommendation (subject adoption of this Agreement and approval of the Merger and other transactions contemplated hereby be submitted to its right to withdraw, modify or amend a vote at a meeting of the Company Board Recommendation pursuant to Section 7.04(b)) Company’s stockholders and (iv) approved resolved, subject to Section 6.04(a), to recommend approval and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, adoption of this Agreement and the Merger and other transactions contemplated hereby by its stockholders (a copy of such recommendation, the “Company Recommendation”), which amendment was provided to Parent by the Company prior to the date of this Agreementresolutions have not been rescinded, modified or withdrawn, except as permitted under Section 6.04(a).

Corporate Authorization. (a) The execution, delivery and ----------------------- performance by the Company of this Agreement NEXTLINK and the consummation by the Company NEXTLINK of the transactions contemplated hereby are within the Company's corporate powers of NEXTLINK and, except for the approval of the CompanyNextlink's shareholders stockholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)this Agreement, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Companyincluding, without limitation, NEXTLINK's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors has having: (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the CompanyNEXTLINK's shareholders, stockholders; (ii) unanimously approved, adopted and declared advisable approved this Agreement and the transactions contemplated hereby hereby; and (iii) unanimously adopted resolved to recommend approval and adoption of this Agreement by its stockholders. This Agreement constitutes a valid and binding agreement of NEXTLINK enforceable against NEXTLINK in accordance with its terms, except (i) as the Company Board Recommendation same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors' rights, (subject to its right to withdraw, modify or amend ii) provisions providing for indemnity for liability under the Company Board Recommendation pursuant to Section 7.04(b)) securities laws and (iviii) approved for the limitations imposed by general principles of equity. (b) The execution, delivery and adopted an amendment to performance by Newco and the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and consummation by Newco of the transactions contemplated hereby are within the corporate powers of Newco, and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Newco enforceable against Newco in accordance with its terms, except (a copy i) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of which amendment was provided general application relating to Parent or affecting creditors' rights, (ii) provisions providing for indemnity for liability under the securities laws and (iii) for the limitations imposed by the Company prior to the date general principles of this Agreement)equity.

Corporate Authorization. (a) The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby Transactions are within the Company's corporate powers of each of Parent and Merger Sub and, except for the required approval and adoption of this Agreement by the Company's shareholders of the Merger and the Plan stockholder of Merger in connection with the consummation of the Merger (if required by Applicable Law)Sub, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Parent and Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")Sub. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the other parties hereto) constitutes 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 (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other laws affecting creditors' rights generally and general principles of equityEquity Exceptions). (b) At a meeting duly called and held, the Board of Directors of Parent has unanimously (i) unanimously determined that this Agreement and the transactions contemplated hereby Transactions (including the Parent Share Issuance) are fair to and in the best interests of Parent’s stockholders and (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the Parent Share Issuance). The Board of Directors of Merger Sub has unanimously adopted resolutions (i) determining that this Agreement and the Transactions are fair to and in the best interests of the Company's shareholderssole stockholder of Merger Sub, (ii) unanimously approvedapproving, adopted adopting and declared declaring advisable this Agreement and the transactions contemplated hereby and Transactions, (iii) unanimously adopted directing that this Agreement be submitted for approval and adoption by the Company Board Recommendation (subject to its right to withdrawsole stockholder of Merger Sub, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved recommending approval and adopted an amendment to the Company Rights adoption of this Agreement to render the Company Rights inapplicable to the Offer, (including the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent ) by the Company prior to sole stockholder of Merger Sub. The Board of Directors of neither Parent nor Merger Sub has subsequently rescinded, modified or withdrawn any of the date of this Agreement)foregoing resolutions.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Required Company Stockholder Approval, to consummate the Transactions. Assuming the accuracy of the representation set forth in Section 5.07(c), the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly and validly authorized by all necessary corporate action on the part of the Company. The affirmative vote Company Board, subject to the receipt of the holders of a majority Required Company Stockholder Approval, and no other corporate proceedings on the part of the voting power Company or any other stockholder vote (other than the Required Company Stockholder Approval) is necessary to authorize the execution and delivery of all Shares entitled this Agreement or for the Company to vote thereon consummate the Transactions (other than, with respect to approve the Merger, the filing of the Certificate of Merger with the Delaware Secretary of State) pursuant to the Company’s governing documents, the DGCL and the Plan of Merger is the only vote rules and regulations of the holders Nasdaq. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub of any this Agreement and assuming the accuracy of the representation set forth in Section 5.07(c), constitutes the legal, valid and binding obligation of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Agreement constitutes a valid and binding agreement of the Company , enforceable against the Company in accordance with its terms terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other laws similar Laws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally and general principles (ii) the remedies of equityspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (b) At On or prior to the date of this Agreement, (i) the Company Special Committee has received from Evercore Group L.L.C. (the “Special Committee Financial Advisor”), its written opinion, subject to the assumptions, limitations, qualifications and conditions set forth therein, that the Merger Consideration to be received by Public Stockholders in the Merger is fair, from a financial point of view, to such holders, (ii) the Company Board has received from X.X. Xxxxxx Securities LLC, its written opinion, subject to the assumptions, limitations, qualifications and conditions set forth therein, that the Merger Consideration to be received by Public Stockholders in the Merger is fair, from a financial point of view, to such holders, and (iii) the Company Board (acting on the unanimous recommendation of the Company Special Committee) has, at a meeting duly called and heldheld in which all directors of the Company Special Committee were present, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby Transactions, including the Merger, are fair to and in the best interests interest of the Company's shareholdersCompany and the holders of Company Common Stock, and has duly adopted resolutions by a vote (iiw) unanimously approved, adopted and declared advisable determining that this Agreement and the transactions contemplated hereby Transactions are fair to, advisable and (iii) unanimously adopted in the best interests of the Company Board Recommendation and the Company’s stockholders, (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)x) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, approving this Agreement and the transactions contemplated hereby Transactions, (a copy y) directing that this Agreement be submitted to the stockholders of which amendment was provided the Company for their adoption and (z) subject to Parent Section 6.02, recommending adoption of this Agreement by the stockholders of the Company prior (such recommendation, the “Company Board Recommendation”), which Company Board Recommendation, subject to the date of this Agreement)Section 6.02, has not been subsequently withdrawn or modified in a manner adverse to Parent.

Corporate Authorization. (a) Each of Parent and Xxxxxx Sub has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, including the Merger. The execution, delivery and performance by the Company of this Agreement by Xxxxxx and Merger Sub and the consummation by the Company each of them of the transactions contemplated hereby are within the Company's corporate powers andTransactions, except for the approval of the Company's shareholders of including the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and, except for the Company. The affirmative vote approval and adoption of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan this Agreement by Parent, in its capacity as sole stockholder of Merger is Sub, and as set forth in Section 4.4, no other corporate actions on the only vote part of Parent or Merger Sub are necessary to authorize the holders execution and delivery by Xxxxxx and Xxxxxx Sub of any of the Company's capital stock necessary in connection with this Agreement and the consummation of the Transactions, including the Merger, subject, in the case of the consummation of the Merger, to the filing of the Certificate of Merger with the Delaware Secretary in accordance with the DGCL. The board of directors of Parent has unanimously approved this Agreement and the Transactions, including the Merger, and the performance by it of its covenants and agreements contained herein. The board of directors of Merger Sub has unanimously (i) determined that the "Company Shareholder Approval"terms of the Transactions, including the Merger are advisable, fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) determined that it is in the best interests of Merger Sub to enter into, and approved, adopted and declared advisable, this Agreement, (iii) approved the execution and delivery, by Xxxxxx Sub, of this Agreement (including the “agreement of merger,” as such term is used in Section 251 of the DGCL), the performance by Xxxxxx Sub of its covenants and agreements contained herein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained herein and (iv) resolved to recommend that Parent, as the sole stockholder of Merger Sub, vote to adopt of this Agreement and approve the Transactions, including the Merger. This Agreement has been duly and validly executed and delivered by Xxxxxx and Merger Sub and, assuming this Agreement constitutes a the legal, valid and binding agreement of the Company Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub and is enforceable against the Company Parent and Merger Sub in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other laws affecting creditors' rights generally and general principles of equity)Equity Exception. (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote Assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only Delaware Law, no vote of the holders of any class or series of capital stock of the Company's capital stock necessary in connection with Company and no corporate proceedings on the consummation part of the Merger Company are necessary to adopt this Agreement or approve or consummate the transactions contemplated hereby (including the "Company Shareholder Approval"Offer and the Merger). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (b) At The Special Committee has been duly authorized and constituted and at a meeting duly called and held, the Board of Directors held has unanimously (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholdersCompany and its stockholders (other than Roche Holding Ltd and its Affiliates), (ii) approved this Agreement and the transactions contemplated hereby and declared this Agreement advisable and (iii) recommended that the Company Board adopt resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby and recommending (subject to Section 7.03(b)) that the Company’s stockholders tender their Shares in the Offer (the “Special Committee Recommendation”). (c) At a meeting duly called and held, the Company Board, based on the Special Committee Recommendation, has unanimously (with all directors designated by Parent or any of its Affiliates abstaining) (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 its stockholders (other than Roche Holding Ltd and its Affiliates), (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby hereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) unanimously adopted resolved that this Agreement and the Company Board Recommendation (subject to its right to withdraw, modify or amend Merger shall be governed by Section 251(h) of Delaware Law and that the Company Board Recommendation pursuant to Section 7.04(b)) Merger shall be consummated as soon as practicable following the Acceptance Time and (iv) approved and adopted an amendment resolved, subject to Section 7.03(b), to recommend acceptance of the Company Rights Agreement to render Offer by the Company Rights inapplicable to the OfferCompany’s stockholders (such recommendation, the Merger, this Agreement and the transactions contemplated hereby (a copy “Company Board Recommendation”). As of which amendment was provided to Parent by the Company prior to the date of this Agreement), the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way.

Corporate Authorization. (a) The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the Ancillary Agreements to which such Person is a party, and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby Transactions, are within the Company's corporate powers of each of Parent and Merger Sub and, except for the Parent Stockholder Approval (as defined below) and the required approval of the Company's shareholders and adoption of the Merger and Agreement by Parent in its capacity as the Plan sole stockholder of Merger in connection with the consummation of the Merger (if required by Applicable Law)Sub, have been duly authorized by all necessary corporate action on the part of the CompanyParent and Merger Sub. The affirmative vote of (i) the holders of a majority of the voting power issued and outstanding shares of all Shares Parent Common Stock entitled to vote thereon to approve at a duly called and held meeting of Parent’s stockholders at which a quorum is present (in person or represented by proxy) approving the issuance of shares of Parent Common Stock in connection with the Merger (the “Parent Share Issuance”) and (ii) the Plan holders of Merger is (a) a majority of the issued and outstanding shares of Parent Common Stock that are entitled to vote, (b) a majority of the issued and outstanding shares of Parent Class A Common Stock, voting as a separate class, and (c) a majority of the issued and outstanding shares of Parent Class B Common Stock, voting as a separate class, approving the Parent Charter Amendment are the only vote votes of the holders of any of the Company's Parent’s capital stock necessary in connection with the consummation of the Merger (collectively, the "Company Shareholder “Parent Stockholder Approval"”). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and each of the Ancillary Agreements to which Parent or Merger Sub is a party has been (or will be) duly executed and delivered by such Person, and (assuming due authorization, execution and delivery by the other parties hereto and thereto) each constitutes (or will constitute) a valid and binding agreement of the Company such Person enforceable against the Company such Person in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other laws affecting creditors' rights generally and general principles of equityEquity Exceptions). (b) At a meeting duly called and held, the Board of Directors has of Parent, acting upon the unanimous recommendation of the Parent Special Committee, unanimously adopted resolutions (i) unanimously determined determining that this Agreement and the transactions contemplated hereby Transactions (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 (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 and the Transactions (including the Merger) are fair to and in the best interests of the Company's shareholders, sole stockholder of Merger Sub; (ii) unanimously approvedapproving, adopted adopting and declared declaring advisable this Agreement and the transactions contemplated hereby and Transactions (including the Merger); (iii) unanimously adopted directing that this Agreement be submitted for approval and adoption by the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) sole stockholder of Merger Sub; and (iv) approved recommending approval and adopted an amendment to adoption of this Agreement (including the Company Rights Agreement to render Merger) by the Company Rights inapplicable to the Offersole stockholder of Merger Sub. Except as permitted by ‎Section ‎7.2, the MergerBoard of Directors of neither Parent nor Merger Sub has subsequently rescinded, this Agreement and modified or withdrawn any of the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and performance by the Company Parent and Merger Subsidiary of this Agreement and the consummation by the Company Parent and Merger Subsidiary of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subsidiary (subject to the Companyeffectiveness of the Parent Consent) and are within the corporate powers of Parent and Merger Subsidiary and, except for the effectiveness of the Parent Consent (which will occur immediately following execution of this Agreement by Merger Subsidiary), no other corporate action or proceeding on the part of Parent or Merger Subsidiary is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Subsidiary and the consummation by Parent and Merger Subsidiary of the transactions contemplated by this Agreement. The affirmative Assuming the representations and warranties in Section 4.29 are complete and correct and compliance by the Company with Section 6.01(c), no vote of the holders of a majority securities of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger Parent is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (transactions contemplated by this Agreement. Parent has sufficient authorized but unissued shares of Parent Stock available under Parent’s certificate of incorporation, and that have not been subscribed for or otherwise committed to be issued, to issue all shares of Parent Stock contemplated by this Agreement to be issued to the "holders of Company Shareholder Approval")Stock in connection with Merger. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding agreement of the Company each of Parent and Merger Subsidiary, enforceable against the Company each of Parent and Merger Subsidiary in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (b) At a meeting duly called and held, the Parent’s Board of Directors has unanimously approved this Agreement and the transactions contemplated hereby (including the issuance of Parent Stock to the holders of Company Stock in connection with the Merger) determining that the consideration to be received by Parent as a result of the performance by the Company of this Agreement is adequate. (c) Merger Subsidiary’s Board of Directors has unanimously adopted resolutions (i) unanimously determined determining that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholdersMerger Subsidiary and its stockholder, (ii) unanimously approved, adopted approving and declared declaring advisable this Agreement and the transactions contemplated hereby (including the Merger) and (iii) unanimously adopted the Company Board Recommendation (subject resolving to recommend that its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, stockholder adopts this Agreement and the transactions contemplated hereby (a copy Agreement. As of which amendment was provided to Parent by the Company prior to the date of this Agreement), none of the aforesaid actions by Merger Subsidiary’s Board of Directors has been amended, rescinded or modified. The Parent Consent was duly executed and delivered to Merger Subsidiary pursuant to Section 228 of the DGCL, has not been revoked or rescinded, and by its terms will be effective immediately following execution of this Agreement by Merger Subsidiary.

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 hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within the Company's corporate powers andhereby, except for obtaining the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock voting power of all Shares entitled to vote thereon to approve and adopt this Agreement and the Merger and (the Plan of Merger “Stockholder Approval”) is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (and the "Company Shareholder Approval")other transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws similar Applicable Law affecting creditors' ’ rights generally and by general principles of equity). (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 of Directors has duly adopted resolutions (i) unanimously determined declaring that this Agreement Agreement, the Merger and the other transactions contemplated hereby are fair to to, advisable and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approvedapproving this Agreement, adopted the Merger and declared advisable the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and 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 Agreement, the Voting Agreements and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdrawthereby, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to directing that the Company Rights Agreement to render the Company Rights inapplicable to the Offeradoption of this Agreement, the Merger, this Agreement Merger and the other transactions contemplated hereby (be submitted to a copy vote of which amendment was provided to Parent by the stockholders of the Company prior to at the date of this Agreement)Stockholder Meeting, and (v) making the Board Recommendation.

Corporate Authorization. (a) The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the Ancillary Agreements to which such Person is a party, and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby Transactions, are within the Company's corporate powers of each of Parent and Merger Sub and, except for the Parent Stockholder Approval (as defined below) and the required approval of the Company's shareholders and adoption of the Merger and Agreement by Parent in its capacity as the Plan sole stockholder of Merger in connection with the consummation of the Merger (if required by Applicable Law)Sub, have been duly authorized by all necessary corporate action on the part of the CompanyParent and Merger Sub. The affirmative vote of (i) the holders of a majority of the voting power issued and outstanding shares of all Shares Parent Common Stock entitled to vote thereon to approve at a duly called and held meeting of Parent’s stockholders at which a quorum is present (in person or represented by proxy) approving the issuance of shares of Parent Common Stock in connection with the Merger (the “Parent Share Issuance”) and (ii) the Plan holders of Merger is (a) a majority of the issued and outstanding shares of Parent Common Stock that are entitled to vote, (b) a majority of the issued and outstanding shares of Parent Class A Common Stock, voting as a separate class, and (c) a majority of the issued and outstanding shares of Parent Class B Common Stock, voting as a separate class, approving the Parent Charter Amendment are the only vote votes of the holders of any of the Company's Parent’s capital stock necessary in connection with the consummation of the Merger (collectively, the "Company Shareholder “Parent Stockholder Approval"”). This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and each of the Ancillary Agreements to which Parent or Merger Sub is a party has been (or will be) duly executed and delivered by such Person, and (assuming due authorization, execution and delivery by the other parties hereto and thereto) each constitutes (or will constitute) a valid and binding agreement of the Company such Person enforceable against the Company such Person in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other laws affecting creditors' rights generally and general principles of equityEquity Exceptions). (b) At a meeting duly called and held, the Board of Directors has of Parent, acting upon the unanimous recommendation of the Parent Special Committee, unanimously adopted resolutions (i) unanimously determined determining that this Agreement and the transactions contemplated hereby Transactions (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 (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 and the Transactions (including the Merger) are fair to and in the best interests of the Company's shareholders, sole stockholder of Merger Sub; (ii) unanimously approvedapproving, adopted adopting and declared declaring advisable this Agreement and the transactions contemplated hereby and Transactions (including the Merger); (iii) unanimously adopted directing that this Agreement be submitted for approval and adoption by the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) sole stockholder of Merger Sub; and (iv) approved recommending approval and adopted an amendment to adoption of this Agreement (including the Company Rights Agreement to render Merger) by the Company Rights inapplicable to the Offersole stockholder of Merger Sub. Except as permitted by Section 7.2, the MergerBoard of Directors of neither Parent nor Merger Sub has subsequently rescinded, this Agreement and modified or withdrawn any of the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)foregoing resolutions.

Corporate Authorization. (a) The executionCompany has the full corporate power and authority to execute and deliver this Agreement and, delivery and performance subject to approval of this Agreement by the affirmative vote of a majority of the votes represented by the shares of Common Stock outstanding on the record date to be established for the Company Stockholders Meeting, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company have been (i) duly and validly authorized and adopted by the Independent Committee and by the Company’s Board of Directors, and (ii) determined to be fair to, advisable and in the best interests of the stockholders of the Company (other than GEI) by the Independent Committee and the Company’s Board of Directors. The affirmative vote Independent Committee and the Board of Directors have each recommended that the stockholders of the holders of a majority Company adopt this Agreement and approve the Merger. No corporate proceedings on the part of the voting power Company are necessary, as a matter of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with Law or otherwise, for the consummation of the Merger (transactions contemplated hereby, other than the "approval of this Agreement by the Company’s stockholders at the Company Shareholder Approval")Stockholders Meeting. This Agreement constitutes has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, is a valid and binding agreement of the Company enforceable against the Company it in accordance with its terms terms, except to the extent that the enforcement thereof may be limited by (subject to applicable i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and moratorium, fraudulent conveyance or other laws affecting creditors' similar Laws now or hereafter in effect relating to creditor’s rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholdersgenerally, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity) and (iii) unanimously adopted the Company Board Recommendation (remedy of specific performance and injunctive and other forms of equitable relief may be subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to discretion of the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of Governmental Authority before which amendment was provided to Parent by the Company prior to the date of this Agreement)any enforcement proceeding therefor may be brought.

Corporate Authorization. (a) Each of Parent and Sub has all necessary corporate power and authority to execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and, subject to obtaining Parent Stockholder Approval and adoption of this Agreement by Parent, as the sole stockholder of Sub, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company Parent and Sub of this Agreement Agreement, and the consummation by the Company them of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)hereby, have been duly authorized and adopted by all necessary corporate action on the part Parent Board and the board of directors of Sub, respectively. Except for (i) obtaining the Company. The affirmative vote of the holders of a majority of Parent Ordinary Shares present and voting (whether in person or by proxy) in favor of (A) the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote approval of the holders issuance of any of the Company's capital stock necessary Parent Ordinary Shares in connection with the consummation Merger and (B) any other resolutions required by Law, Parent's articles of association or the rules and regulations of the Merger UKLA or other listing authority, including but not limited to the approval of the transactions contemplated by this Agreement, being a class 1 transaction for the purposes of the UK Listing Rules (the "Company Shareholder Parent Stockholder Approval"), (ii) obtaining the adoption of this Agreement by Parent as the sole stockholder of Sub and (iii) filing the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action or proceeding on the part of Parent or Sub is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding agreement obligation of the Company Parent and Sub, enforceable against the Company such parties in accordance with its terms (subject to applicable bankruptcyterms, insolvency, fraudulent transfer, reorganization, moratorium except that such enforceability may be limited by the Bankruptcy and other laws affecting creditors' rights generally and general principles of equity)Equity Exception. (b) At a meeting duly called and held, the Board Parent Board, by resolutions of Directors the directors present and voting at such meeting (which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn), has (i) unanimously determined that this Agreement the terms of the Merger and the other transactions contemplated hereby are advisable, fair to and in the best interests of the Company's shareholdersParent and its stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and hereby, (iii) unanimously adopted the Company Board Recommendation (resolved, subject to its right Section 5.5(d) and Section 5.5(e), to withdraw, modify or amend recommend that the Company Board Recommendation pursuant to Section 7.04(b)Parent Stockholders approve the Merger and issuance of Parent Ordinary Shares in connection with the Merger (the "Parent Recommendation") and (iv) approved and adopted an amendment has directed that issuance of Parent Ordinary Shares in connection with the Merger be submitted to the Company Rights Parent Stockholders for approval. The board of directors of Sub has adopted resolutions (A) determining that the terms of the Merger and the other transactions contemplated by this Agreement to render are advisable and in the Company Rights inapplicable to the Offerbest interests of Sub and Parent, as its sole stockholder, (B) approving this Agreement, the Merger, Merger and the other transactions contemplated by this Agreement and the transactions contemplated hereby (a copy C) recommending that Parent, as sole stockholder of which amendment was provided Sub, adopt this Agreement and directing that this Agreement be submitted to Parent by the Company prior to the date Parent, as sole stockholder of this Agreement)Sub, for adoption.

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 hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within the Company's corporate powers andhereby, except for obtaining the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock voting power of all Shares entitled to vote thereon to approve and adopt this Agreement and the Merger and (the Plan of Merger “Stockholder Approval”) is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (and the "Company Shareholder Approval")other transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws similar Applicable Law affecting creditors' ’ rights generally and by general principles of equity). (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 of Directors has duly adopted resolutions (i) unanimously determined declaring that this Agreement Agreement, the Merger and the other transactions contemplated hereby are fair to advisable and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approvedapproving this Agreement, adopted the Merger and declared advisable the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and 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 Agreement, the Voting Agreements and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdrawthereby, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to directing that the Company Rights Agreement to render the Company Rights inapplicable to the Offeradoption of this Agreement, the Merger, this Agreement Merger and the other transactions contemplated hereby (be submitted to a copy vote of which amendment was provided to Parent by the stockholders of the Company prior to at the date of this Agreement)Stockholder Meeting, and (v) making the Board Recommendation.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the Scheme of Arrangement and the consummation by the Company of the transactions contemplated hereby by this Agreement and the Scheme of Arrangement are within the Company's corporate powers and authority of Company and, except for the approval Company Shareholder Approvals and the sanction of the Company's shareholders Scheme of Arrangement by the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Court, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote Company Shareholder Approvals are the only votes of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of Company Shareholders or the holders of any other Equity Securities of the Company's capital stock Company necessary in connection with this Agreement and the Scheme of Arrangement and the consummation by Company of the Merger (transactions contemplated by this Agreement and the "Company Shareholder Approval")Scheme of Arrangement. This Agreement has been and the Scheme of Arrangement will be duly executed and delivered by Company and (assuming due authorization, execution and delivery by Purchaser) constitutes a valid valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors' ’ rights generally and remedies generally, and by general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Company Board of Directors has unanimously resolved (i) unanimously determined that this Agreement Agreement, the Scheme of Arrangement and the transactions contemplated hereby and thereby (including the Transaction) are fair to and in the best interests of Company for the Company's shareholdersbenefit of the Company Shareholders as a whole, (ii) unanimously approvedthat this Agreement, adopted and declared advisable this Agreement the Scheme of Arrangement and the transactions contemplated hereby and thereby (including the Transaction) be and are approved and (iii) unanimously adopted to recommend to the Company Shareholders the approval of the Scheme of Arrangement at the Scheme Meeting and the passing of the Company Shareholder Resolution at the Company GM (such recommendation referred to herein as the “Company Board Recommendation”). Except, with respect to clause (iii) of the preceding sentence, as permitted by Section 6.2, the Company Board Recommendation (subject has not subsequently rescinded, modified in a manner adverse to its right to withdraw, modify Purchaser or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)withdrawn any such resolutions.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Shareholder 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 hereby are within the Company's corporate powers andby this Agreement, except for obtaining the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Shareholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The only vote of holders of any class of capital stock of the Company necessary to adopt and approve this Agreement and to consummate the Merger and the transactions contemplated by this Agreement is adoption and approval of this Agreement by the affirmative vote of the holders of a majority of the in voting power of all Shares entitled to vote thereon to approve the Merger and outstanding shares of Company Common Stock, voting together as a single class (such vote, the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company “Shareholder Approval"”). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws similar Applicable Law affecting creditors' ’ rights generally and by general principles of equity). (b) At a meeting duly called and held, prior to the execution of this Agreement, the Company Board of Directors has duly adopted resolutions (i) unanimously determined declaring that this Agreement Agreement, the Merger and the other transactions contemplated hereby are fair to by this Agreement are, advisable and in the best interests of the Company's ’s shareholders, (ii) unanimously approvedapproving this Agreement, adopted and declared advisable this Agreement the Merger and the other transactions contemplated hereby and by this Agreement, (iii) unanimously adopted recommending adoption of this Agreement to the shareholders of the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to directing that the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement be submitted to a vote of the shareholders of the Company at the Shareholder Meeting (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn as of the time of the execution and delivery of this Agreement.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative No vote of the holders of a majority outstanding shares of the voting power of all Shares entitled to vote thereon Company Common Stock is required to approve the Merger and adopt this Agreement and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")Merger. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws similar Applicable Law affecting creditors' ’ rights generally and by general principles of equity). (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 of Directors has duly adopted resolutions (i) unanimously determined declaring that this Agreement Agreement, the Merger and the other transactions contemplated hereby are fair to to, advisable and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approvedapproving this Agreement, adopted and declared advisable this Agreement the Merger and the other transactions contemplated hereby and hereby, (iii) unanimously adopted taking all actions necessary so that the Company Board Recommendation (subject restrictions on business combinations and stockholder vote requirements contained in Section 203 of Delaware Law will not apply with respect to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to as a result of the Offer, the Merger, this Agreement Agreement, the Tender and Support Agreements and the transactions contemplated hereby and thereby, (iv) taking all actions necessary to ensure that the stockholder vote requirements contained in paragraph NINTH of the Company’s Third Restated Certificate of Incorporation (as amended) will not apply with respect to, or as a copy result of, the Offer, the Merger, this Agreement, the Tender and Support Agreements or any of which amendment was provided to Parent by the transactions contemplated hereby or thereby and (v) making the Board Recommendation; and such board resolutions have not been rescinded, modified or withdrawn in any way. Each member of the Company Board is a “Disinterested Director” (as such term is defined in the Company’s Third Restated Certificate of Incorporation (as amended)). (c) The Company Board has properly elected to enter into this Agreement and consummate the transactions contemplated hereby pursuant to Section 251(h) of Delaware Law. No provision of the Company’s certificate of incorporation or bylaws (i) requires a vote of the stockholders of the Company to approve the Offer, this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement or (ii) prohibits the Company and Parent from completing the Merger pursuant to Section 251(h) of Delaware Law. Absent Section 251(h) of Delaware Law, the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock outstanding would be the only vote of the holders of Company Common Stock necessary to adopt this Agreement and approve the other transactions contemplated hereby under Delaware Law, the Company’s certificate of incorporation and bylaws. Immediately prior to the date Company’s execution of this Agreement), the shares of Company Common Stock are listed on a national securities exchange or are held of record by more than 2,000 holders.

Corporate Authorization. (a) The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the Ancillary Agreements to which such Person is a party, and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby Transactions, are within the Company's corporate powers of each of Parent and Merger Sub and, except for the approval adoption of this Agreement by Parent in its capacity as the Company's shareholders of the Merger and the Plan sole stockholder of Merger in connection with the consummation of the Merger (if required by Applicable Law)Sub, have been duly authorized by all necessary corporate action on the part of the CompanyParent and Merger Sub. The affirmative No vote or other approval of the holders stockholders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger Parent is the only vote of the holders of any of the Company's capital stock necessary required in connection with the consummation execution, delivery or performance of this Agreement and the Merger (Ancillary Agreements or to consummate the "Company Shareholder Approval")transactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms hereof and thereof, whether by reason of any Applicable Law, the organizational documents of Parent, the rules or requirements of any securities exchange, or otherwise. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and each of the Ancillary Agreements to which Parent or Merger Sub is a party has been (or will be) duly executed and delivered by such Person, and (assuming due authorization, execution and delivery by the other parties hereto and thereto) each constitutes (or will constitute) a valid and binding agreement of the Company such Person enforceable against the Company such Person in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other laws affecting creditors' rights generally and general principles of equityEquity Exceptions). (b) At a meeting duly called and held, the Board of Directors has (i) of Parent unanimously determined that this Agreement adopted resolutions approving, adopting and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared declaring advisable this Agreement and the transactions contemplated hereby Transactions. The Board of Directors of Merger Sub has unanimously adopted resolutions (i) approving, adopting and declaring advisable this Agreement and the Transactions (including the Merger and the Financing); (ii) directing that this Agreement be submitted for approval and adoption by the sole stockholder of Merger Sub; and (iii) unanimously adopted recommending approval and adoption of this Agreement (including the Company Merger) by the sole stockholder of Merger Sub. The Board Recommendation of Directors of neither Parent nor Merger Sub has subsequently rescinded, modified or withdrawn any of the foregoing resolutions. (subject to its right to withdrawc) Merger Sub is a direct, modify wholly owned Subsidiary of Parent. The copies of the articles of incorporation and bylaws of Merger Sub that were previously furnished or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment made available to the Company Rights Agreement to render the Company Rights inapplicable to the Offerare true, the Merger, this Agreement complete and the transactions contemplated hereby (a copy correct copies of which amendment was provided to Parent by the Company prior to such documents as in effect on the date of this Agreement).

Corporate Authorization. (a) The execution, delivery and performance by the Company Parent and Merger Subsidiary of this Agreement and the consummation by the Company Parent and Merger Subsidiary of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Parent and Merger Subsidiary and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of action. Assuming due authorization, execution and delivery by the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This , this Agreement constitutes a valid and binding agreement of the Company each of Parent and Merger Subsidiary, enforceable against the Company each of Parent and Merger Subsidiary in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (b) . At a meeting duly called and held, the Parent’s Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby hereby, in each case on the terms and subject to this Agreement, are fair to and in the best interests of the Company's shareholders, (ii) unanimously approvedParent’s stockholders, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted hereby. No vote of the Company holders of any of Parent’s capital stock is necessary in connection with the consummation of the Merger or any of the other transactions contemplated by this Agreement. Through a unanimous written consent, Merger Subsidiary’s Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, of Directors has determined that this Agreement and the transactions contemplated hereby (a copy hereby, including the Merger, are fair to and in the best interests of which amendment was provided the stockholder(s) of Merger Subsidiary, adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and resolved to Parent by the Company prior to the date recommend approval of this AgreementAgreement by its stockholder(s).

Corporate Authorization. Each of Parent and Merger Sub has all necessary limited liability or corporate, as applicable, power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately following execution of this Agreement. The board of directors of each of Parent and Merger Sub has adopted resolutions approving this Agreement and the transactions contemplated by this Agreement. The board of directors of each of Parent and Merger Sub have (a) approved and declared advisable this Agreement, the Merger and the transactions contemplated by this Agreement and (b) declared that it is in the best interests of the stockholders of Parent or Merger Sub that Parent or Merger Sub, as applicable, enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement. The execution, delivery and performance by the Company of this Agreement by each of Parent and Merger Sub, and the consummation by the Company each of Parent and Merger Sub of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)this Agreement, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (subject to adoption of this Agreement by Parent as the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan sole stockholder of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"Sub). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding agreement of the Company Parent and Merger Sub, enforceable against the Company each of them in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles the Enforceability Exceptions. Other than the adoption of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and by Parent as the sole stockholder of Merger Sub, no vote or consent of the stockholders (or comparable equity holders) of Merger Sub or any of its direct or indirect parent entities is required by applicable Law or the Organizational Documents of such Persons in connection with the Merger or the other transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby by this Agreement are within the Company's corporate powers of the Company and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Company Shareholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of at least a majority of the voting power outstanding shares of all Shares entitled to vote thereon to approve the Merger Company Common Stock approving and the Plan of Merger adopting this Agreement is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (the "“Company Shareholder Approval"”). 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 (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors' ’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Directors has of the Company unanimously adopted resolutions (i) unanimously determined determining that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company's Company and its shareholders, (ii) unanimously approvedapproving, adopted adopting and declared declaring advisable this Agreement and the transactions contemplated hereby and (including the Merger), (iii) unanimously adopted directing that this Agreement be submitted to a vote at a meeting of the Company Board Recommendation (subject to its right to withdrawCompany’s shareholders, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved recommending approval and adopted an amendment to adoption of this Agreement (including the Merger) by the Company’s shareholders (such recommendation, the “Company Board Recommendation”). Except as permitted by Section 6.02, the Board of Directors of the Company Rights Agreement to render has not subsequently rescinded, modified or withdrawn any of the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)foregoing resolutions.

Corporate Authorization. (a) Each of Parent and Xxxxxx Sub has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, including the Merger. The execution, delivery and performance by the Company of this Agreement by Xxxxxx and Merger Sub and the consummation by the Company each of them of the transactions contemplated hereby are within Transactions, including the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Merger, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and, except for the Company. The affirmative vote approval and adoption of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan this Agreement by Parent, in its capacity as sole stockholder of Merger is Sub, and as set forth in Section 4.4, no other corporate actions on the only vote part of Parent or Merger Sub are necessary to authorize the holders execution and delivery by Xxxxxx and Xxxxxx Sub of any of the Company's capital stock necessary in connection with this Agreement and the consummation of the Transactions, including the Merger, subject, in the case of the consummation of the Merger, to the filing of the Certificate of Merger with the Delaware Secretary in accordance with the DGCL. The board of directors of Parent has unanimously approved this Agreement and the Transactions, including the Merger, and the performance by it of its covenants and agreements contained herein. The board of directors of Merger Sub has unanimously (i) determined that the "Company Shareholder Approval"terms of the Transactions, including the Merger, are advisable, fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) determined that it is in the best interests of Merger Sub to enter into, and approved, adopted and declared advisable, this Agreement, (iii) approved the execution and delivery, by Xxxxxx Sub, of this Agreement (including the “agreement of merger,” as such term is used in Section 251 of the DGCL), the performance by Xxxxxx Sub of its covenants and agreements contained herein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained herein and (iv) resolved to recommend that Parent, as the sole stockholder of Merger Sub, vote to adopt this Agreement and approve the Transactions, including the Merger. This Agreement has been duly and validly executed and delivered by Xxxxxx and Merger Sub and, assuming this Agreement constitutes a the legal, valid and binding agreement of the Company Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub and is enforceable against the Company Parent and Merger Sub in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other laws affecting creditors' rights generally and general principles of equity)Equity Exception. (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

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 hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within the Company's corporate powers andhereby, except for obtaining the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock voting power of all Shares entitled to vote thereon to approve and adopt this Agreement and the Merger and (the Plan of Merger “Stockholder Approval”) is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (and the "Company Shareholder Approval")other transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws similar Applicable Law affecting creditors' ’ rights generally and by general principles of equity). (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present or participated and voting in favor, the Company Board of Directors has duly adopted resolutions (i) unanimously determined declaring that this Agreement Agreement, the Merger and the other transactions contemplated hereby are fair to to, advisable and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approvedapproving this Agreement, adopted the Merger and declared advisable the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and 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 Agreement, the Voting Agreements and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdrawthereby, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to directing that the Company Rights Agreement to render the Company Rights inapplicable to the Offeradoption of this Agreement, the Merger, this Agreement Merger and the other transactions contemplated hereby (be submitted to a copy vote of which amendment was provided to Parent by the stockholders of the Company prior to at the date of this Agreement)Stockholder Meeting, and (v) making the Board Recommendation.

Corporate Authorization. (a) The execution, delivery and performance by the Company Parent of this Agreement and the consummation by the Company Parent of the transactions contemplated hereby by this Agreement and the Scheme of Arrangement are within the Company's corporate powers and authority of Parent and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Parent Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the CompanyParent. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger Parent Stockholder Approval is the only vote of the Parent Stockholders or the holders of any other Equity Securities of the Company's capital stock Parent necessary in connection with this Agreement and the Scheme of Arrangement and the consummation by Parent of the Merger (transactions contemplated by this Agreement and the "Company Shareholder Approval")Scheme of Arrangement. This Agreement has been duly executed and delivered by Xxxxxx and (assuming due authorization, execution and delivery by the Company) constitutes a valid valid, legal and binding agreement of the Company Parent enforceable against the Company Parent in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other laws affecting creditors' rights generally and general principles of equityEquity Exceptions). (b) At a meeting duly called and held, the The Parent Board of Directors has (i) unanimously determined resolved that the entry by Parent into this Agreement and the transactions contemplated hereby are fair implementation of the Transaction, including, subject to and obtaining the Parent Stockholder Approval, TABLE OF CONTENTS​​​ the delivery to the Scheme Shareholders of Parent Common Stock in connection therewith, is in the best interests of Parent and the Company's shareholdersParent Stockholders, and declared it advisable to enter into this Agreement and to consummate the transactions contemplated hereby, including the Transaction, (ii) unanimously approvedapproved the execution, adopted delivery and declared advisable performance of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Transaction, and (iii) unanimously adopted resolved to recommend that the Parent Stockholders approve the Parent Share Issuance at the Parent Stockholder Meeting (such recommendation referred to herein as the “Parent Board Recommendation”). Except, with respect to clause (iii) of the preceding sentence, as permitted by Section 7.02, the Company Board Recommendation (subject to its right to withdrawhas not subsequently rescinded, modify modified or amend withdrawn any of the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)foregoing resolutions.

Corporate Authorization. (a) Each of Parent and Xxxxxx Sub has all necessary corporate power and authority to execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and, subject to obtaining Parent Shareholder Approval and approval of this Agreement by Parent, as the sole stockholder of Merger Sub, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Xxxxxx and Xxxxxx Sub of this Agreement, and the Company consummation by them of the transactions contemplated hereby, have been duly authorized and adopted by the Parent Board and the board of directors of Merger Sub, respectively. Except for (i) obtaining the affirmative vote of the majority of the votes cast by Parent Shareholders present and entitled to vote (A) approving the issuance of Parent Ordinary Shares to be represented by Parent ADSs in connection with the Merger, (B) approving the Chairman Appointment and (C) any other resolutions required by Law or the rules and regulations of the Nasdaq Capital Market (“Nasdaq”) or other listing authority (the “Parent Shareholder Approval”), (ii) obtaining the approval of this Agreement by Xxxxxx as the sole stockholder of Merger Sub and (iii) filing the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by the Company it of the transactions contemplated hereby are within the Company's corporate powers hereby. This Agreement has been duly executed and delivered by Xxxxxx and Xxxxxx Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against such parties in accordance with its terms, except for that such enforceability may be limited by the approval of the Company's shareholders of the Merger Bankruptcy and the Plan of Merger Equity Exception. The Parent Ordinary Shares to be issued in connection with the consummation Merger (and to be represented by Parent ADSs delivered to holders of Company Common Stock) will be issued fully-paid, free from all and any rights of pre-emption to which the members of the Merger Parent may be entitled (if required whether arising by Applicable Law), have been duly authorized by all necessary corporate action virtue of the United Kingdom’s Companies Act 2006 or otherwise) and will be allotted in reliance on the part exception pursuant to section 565 of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity)United Kingdom’s Companies Act 2006. (b) At a meeting duly called and held, the Board Parent Board, by resolutions duly adopted at such meeting (which resolutions have not as of Directors the date hereof been subsequently rescinded, modified or withdrawn), has (i) unanimously determined that this Agreement the terms of the Merger and the other transactions contemplated hereby are advisable, fair to and in the best interests of the Company's shareholdersParent Shareholders as a whole, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and hereby, (iii) unanimously adopted the Company Board Recommendation (resolved, subject to its right Section 5.4(c), to withdraw, modify or amend recommend that the Company Board Recommendation pursuant Parent Shareholders approve (A) the issuance of Parent Ordinary Shares represented by Parent ADSs to Section 7.04(b)be issued in connection with the Merger and (B) the Chairman Appointment (the “Parent Recommendation”) and (iv) approved directed that (A) the issuance of Parent Ordinary Shares represented by Parent ADSs in connection with the Merger and adopted an amendment (B) the Chairman Appointment be submitted to the Company Rights Parent Shareholders for approval. The board of directors of Merger Sub has adopted resolutions (A) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable, fair to render and in the Company Rights inapplicable to the Offerbest interests of Merger Sub and Parent, as its sole stockholder, (B) approving this Agreement, the Merger, Merger and the other transactions contemplated by this Agreement and (C) recommending that Parent, as sole stockholder of Merger Sub, approve this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of Merger Sub, for approval. The Parent and Merger Sub do not engage in any activities that would require a mandatory filing pursuant to the United Kingdom’s National Security and Investment Act 2021 (including any related or ancillary regulations) as a result of the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. (a) The Each of Parent and Merger Co. has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party, and solely with respect to Parent, subject to obtaining the Parent Stockholder Approval to perform its obligations hereunder and thereunder and to consummate the Transactions. Except for the Parent Stockholder Approval, the execution, delivery and performance by the Company each of Parent and Merger Co. of this Agreement and the other Transaction Agreements to which it is a party and the consummation by the Company Parent and Merger Co. of the transactions contemplated hereby Transactions are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Parent and Merger Co. and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly and validly authorized by all necessary corporate and stockholder action on (other than by Parent as the part sole stockholder of Merger Co., which shall be obtained prior to the Effective Time) under Parent’s and Merger Co.’s certificates of incorporation and bylaws and applicable provisions of Delaware Law, other than the filing with the Secretary of State of the Company. The affirmative vote State of Delaware of the holders certificate of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")merger as required by Delaware Law. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Co. and the other Transaction Agreements shall have been duly and validly executed and delivered by Parent prior to the Effective Time. Assuming this Agreement constitutes and the other Transaction Agreements when executed and delivered prior to the Effective Time shall constitute legal, valid and binding agreements of the other parties hereto and thereto, this Agreement constitutes a legal, valid and binding agreement of Parent and Merger Co., and each of the Company other Transaction Agreements when executed and delivered prior to the Effective Time shall constitute legal, valid and binding agreements of Parent, in each case, enforceable against the Company Parent or Merger Co., as applicable, in accordance with its terms (subject to applicable their respective terms, except as such enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and other similar laws affecting the enforcement of creditors' ’ rights generally and for limitations imposed by general principles of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. (a) 3.2.1. The execution, delivery and performance by the Company Seller of this Agreement, the Warrants, the Certificate of Designation and each of the other documents executed pursuant to and in connection with this Agreement (the "Related Documents"), and the consummation by the Company of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Stock and the Warrants, and the subsequent issuance of the Conversion Shares, and the subsequent issuance of the Warrant Shares upon exercise of the Warrants, and the subsequent issuance, if the Seller so elects, of shares of Common Stock in payment of the dividends on the Preferred Stock, which shares of Common Stock are within herein referred to as "Dividend Shares") (the Company's "Transactions") have been duly authorized, and no additional corporate powers and, except action is required for the approval of this Agreement or the Company's shareholders of Related Documents. The Conversion Shares, the Merger Dividend Shares and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), Warrant Shares have been duly authorized reserved for issuance by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")Seller. This Agreement constitutes a and the Related Documents have been or, to the extent contemplated hereby or by the Related Documents, will be duly executed and delivered and constitute the legal, valid and binding agreement of the Company Seller, enforceable against the Company Seller in accordance with its terms (subject to applicable their terms, except as may be limited by bankruptcy, reorganization, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application relating to or affecting the enforcement of rights of creditors' rights generally , and except as enforceability of its obligations hereunder are subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) At a meeting 3.2.2. The Preferred Stock that will be issued and delivered to the Purchasers at Closing in accordance with the terms hereof, will be duly called authorized, validly issued, fully paid and heldnon-assessable and free from all taxes, liens, claims and encumbrances and free of restrictions on transfer other than those imposed by applicable state and federal securities laws. The Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of the Certificate of Designation or the Warrants, will be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens, claims and encumbrances and free of restrictions on transfer other than those imposed by applicable federal and state securities laws and, assuming the accuracy of the representations and warranties of the Purchasers, will be issued in compliance with all applicable federal and state securities laws. 3.2.3. The issuance of the Preferred Stock, the Board Warrants or the Common Stock upon conversion or exercise of Directors has the Preferred Stock or Warrants, as applicable, will not result in or obligate the Seller to (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair issue or offer to and in the best interests issue, with or without consideration, any securities or rights to acquire any securities to any person, whether as a pre-emptive right, right of the Company's shareholdersfirst refusal or similar rights of stockholders, or pursuant to any to rights plan, or pursuant to any agreement, undertaking or other obligation of any nature, or (ii) unanimously approved, adopted and declared advisable this Agreement and adjust the transactions contemplated hereby and number or kind of securities held by or issuable (iiiwith or without the payment of any consideration) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)any person.

Corporate Authorization. The Company has all necessary corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”), to consummate the transactions expressly contemplated by this Agreement, including the Merger. The board of directors of the Company has unanimously adopted resolutions: (a) approving and declaring advisable the Merger, this Agreement and the transactions expressly contemplated by this Agreement; (b) declaring that it is in the best interests of the stockholders of the Company that the Company enters into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth in this Agreement; (c) directing that adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company; (d) resolving to recommend to the stockholders of the Company that they adopt and approve this Agreement and the transactions expressly contemplated by this Agreement, including the Merger (the “Company Board Recommendation”); (e) irrevocably taking all necessary steps to render Section 203 of the DGCL inapplicable to the execution and delivery of this Agreement and the transactions expressly contemplated hereby, including the Merger; and (f) irrevocably electing, to the extent permitted by applicable Law, not to be subject to any Takeover Statutes of any jurisdiction that may purport to be applicable to this Agreement, which resolutions have not as of the date hereof been subsequently rescinded, modified or withdrawn in any way. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions expressly contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (, subject to applicable bankruptcythe Requisite Company Vote. For purposes of this Agreement, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that all references to “transactions expressly contemplated by this Agreement and Agreement” shall be deemed to exclude the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)Financing.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote Assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only Delaware Law, no vote of the holders of any class or series of capital stock of the Company's capital stock necessary in connection with Company and no corporate proceedings on the consummation part of the Merger Company are necessary to adopt this Agreement or approve or consummate the transactions contemplated hereby (including the "Company Shareholder Approval"Offer and the Merger). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (b) At The Special Committee has been duly authorized and constituted and at a meeting duly called and held, the Board of Directors held has unanimously (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholdersCompany and its stockholders (other than Roche Holding Ltd and its Affiliates), (ii) approved this Agreement and the transactions contemplated hereby and declared this Agreement advisable and (iii) recommended that the Company Board adopt resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby and recommending (subject to ‎Section 7.03(b)) that the Company’s stockholders tender their Shares in the Offer (the “Special Committee Recommendation”). (c) At a meeting duly called and held, the Company Board, based on the Special Committee Recommendation, has unanimously (with all directors designated by Parent or any of its Affiliates abstaining) (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 its stockholders (other than Roche Holding Ltd and its Affiliates), (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby hereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law, (iii) unanimously adopted resolved that this Agreement and the Company Board Recommendation (subject to its right to withdraw, modify or amend Merger shall be governed by Section 251(h) of Delaware Law and that the Company Board Recommendation pursuant to Section 7.04(b)) Merger shall be consummated as soon as practicable following the Acceptance Time and (iv) approved and adopted an amendment resolved, subject to ‎Section 7.03(b), to recommend acceptance of the Company Rights Agreement to render Offer by the Company Rights inapplicable to the OfferCompany’s stockholders (such recommendation, the Merger, this Agreement and the transactions contemplated hereby (a copy “Company Board Recommendation”). As of which amendment was provided to Parent by the Company prior to the date of this Agreement), the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way.

Corporate Authorization. Each 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 consummate the transactions contemplated hereby and thereby. Sellers, with the assistance of financial and legal advisers, conducted an arms’ length marketing process of the Business, out of which Buyer’s bid was selected as the best offer for the Business and the Purchase Price represents the fair market value of the Purchased Assets. The special committee of the Parent’s board of directors (athe “Special Committee”) The executionhas, delivery by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the sale of Purchased Assets contemplated by this Agreement (the “Asset Sale”) is advisable and performance in the best interests of Sellers, Sellers’ Affiliates and their constituencies including creditors and Parent’s stockholders, and (B) the Purchase Price to be received by Sellers is fair to Sellers, Sellers’ Affiliates and their constituencies including creditors and Parent’s stockholders, (ii) recommended that the boards of directors of Parent and the other Sellers approve and adopt this Agreement and approve the Asset Sale and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the Company stockholders of Parent of this Agreement and the consummation transactions contemplated hereby. The board of directors of Parent (the “Parent Board”) has, by resolutions duly adopted by unanimous vote of its members, approved and adopted this Agreement, approved the Company of Asset Sale and the transactions contemplated hereby and has recommended that the Parent’s stockholders approve and adopt this Agreement and approve the Asset Sale and the transactions contemplated hereby at the Stockholders Meeting, which will be held in accordance with the provisions of Section 5.05. In connection with the foregoing, the Parent Board has taken such actions and votes as are within necessary (if any) on its part to render the Company's corporate powers andprovisions of Section 203 of the Delaware General Corporation Law and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, except for inapplicable to this Agreement, the Asset Sale and the transactions contemplated by this Agreement. The board of directors and stockholders of each Seller (other than Parent’s stockholders) have duly approved this Agreement and all other Ancillary Agreements to which it is a party and have duly authorized the execution and delivery of this Agreement and all other Ancillary Agreements to which it is a party and the consummation of the Asset Sale and the other transactions contemplated hereby and thereby. Subject only to the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required Asset Sale by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power outstanding shares of all Shares entitled to vote thereon Parent Common Stock, no other corporate proceedings on the part of any Seller are necessary to approve and authorize the Merger execution and delivery of this Agreement or the Plan of Merger other Ancillary Agreements to which a Seller is the only vote of the holders of any of the Company's capital stock necessary in connection with a party and the consummation of the Merger (the "Company Shareholder Approval"). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement Asset Sale and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the other transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this thereby. This Agreement and all other Ancillary Agreements to which a Seller is a party have been duly executed and delivered by such Seller and constitute the transactions contemplated hereby (a copy valid and binding agreements of which amendment was provided to Parent by the Company prior to the date of this Agreement)such Seller, enforceable against such Seller in accordance with their terms.

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 transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required other transactions contemplated by Applicable Law), this Agreement have been duly authorized by all necessary corporate action on the part of the Company, except for obtaining the Stockholder Approval. The only vote of holders of any class of capital stock of the Company necessary to adopt and approve this Agreement is the adoption and approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock, voting power of all Shares entitled to vote thereon to approve as a single class (such vote, the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder “Stockholder Approval"”). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws similar Applicable Law affecting creditors' ’ rights generally and by general principles of equity). (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 (acting upon the recommendation of Directors has the Special Committee) duly adopted resolutions (i) unanimously determined declaring that this Agreement Agreement, the Merger and the other transactions contemplated hereby by this Agreement are fair to advisable and in the best interests of the Company's shareholdersCompany and its stockholders, (ii) unanimously approvedapproving this Agreement, adopted the Merger and declared advisable the other transactions contemplated by this Agreement Agreement, (iii) taking all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement, the Voting Agreements and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdrawthereby, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to directing that the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement be submitted to a vote of the stockholders of the Company at the Stockholder Meeting and (v) recommending adoption and approval of this Agreement to the stockholders of the Company (the “Company Recommendation”).

Corporate Authorization. (ai) 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 hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within the Company's corporate powers andhereby, except for obtaining the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock voting power of all Shares entitled to vote thereon to approve and adopt this Agreement and the Merger and (the Plan of Merger “Stockholder Approval”) is the only vote of the holders of any of the Company's ’s capital stock necessary required in connection with the consummation of the Merger (and the "Company Shareholder Approval")other transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws similar Applicable Law affecting creditors' ’ rights generally and by general principles of equity). (bii) 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 of Directors has duly adopted resolutions (iA) unanimously determined declaring that this Agreement Agreement, the Merger and the other transactions contemplated hereby are fair to to, advisable and in the best interests of the Company's shareholders’s stockholders, (iiB) unanimously approvedapproving this Agreement, adopted and declared advisable this Agreement the Merger and the other transactions contemplated hereby hereby, (C) taking all actions necessary so that the restrictions on business combinations and (iii) unanimously adopted stockholder vote requirements contained in Sections 78.438 and 78.439 of the Company Board Recommendation (subject NRS will not apply with respect to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, as a result of the Merger, this Agreement and the transactions contemplated hereby and thereby, (a copy of which amendment was provided to Parent by D) directing that the Company prior to the date adoption of this Agreement, the Merger and the other transactions contemplated hereby be submitted to a vote of the stockholders of the Company pursuant to the Stockholder Consent, and (E) subject to Section 4.02, recommending the adoption of this Agreement to the holders of Company Common Stock (the “Board Recommendation”).

Corporate Authorization. (a) The execution, delivery and performance by the Company Parent and Merger Subsidiary of this Agreement and the consummation by the Company Parent and Merger Subsidiary of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Parent and Merger Subsidiary and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote each of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Parent and Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")Subsidiary. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary, and assuming due authorization, execution and delivery by the Company, constitutes a valid and binding agreement of the Company each of Parent and Merger Subsidiary enforceable against the Company in accordance with its terms (subject terms, subject, as to enforcement, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium fraudulent conveyance and other similar laws affecting relating to creditors' ’ rights generally and to general principles of equity). (b) At a meeting duly called and held, the Merger Subsidiary’s Board of Directors has has: (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to to, and in the best interests of the Company's shareholdersof, Merger Subsidiary and its Stockholder, (ii) unanimously approved, approved and adopted and declared advisable this Agreement and the transactions contemplated hereby hereby, and (iii) unanimously adopted resolved to recommend the Company approval and adoption of this Agreement and the Merger by the Merger Subsidiary's Stockholder. Section 5.02(b) of Parent Disclosure Schedule contains a true and complete copy of the Merger Subsidiary’s Board Recommendation of Directors resolution. (subject to its right to withdraw, modify or amend c) Section 5.02(c) of Parent Disclosure Schedule contains a true and complete copy of the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, Merger Subsidiary Stockholders Written Consent approving this Agreement and the transactions contemplated hereby herein, including the Merger. (d) At a meeting duly called and held, Parent's Board of Directors has approved this Agreement and the Merger. Section 5.02(d) of Parent Disclosure Schedule contains a true and complete copy of which amendment was provided to Parent by the Company prior to the date Parent's Board of this Agreement).Directors resolution

Corporate Authorization. (a) The execution, delivery and performance by the Company Parent of this Agreement and the consummation by the Company Parent of the transactions contemplated hereby by this Agreement and the Scheme of Arrangement are within the Company's corporate powers and authority of Parent and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Parent Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the CompanyParent. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger Parent Stockholder Approval is the only vote of the Parent Stockholders or the holders of any other Equity Securities of the Company's capital stock Parent necessary in connection with this Agreement and the Scheme of Arrangement and the consummation by Parent of the Merger (transactions contemplated by this Agreement and the "Company Shareholder Approval")Scheme of Arrangement. This Agreement has been duly executed and delivered by Xxxxxx and (assuming due authorization, execution and delivery by the Company) constitutes a valid valid, legal and binding agreement of the Company Parent enforceable against the Company Parent in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other laws affecting creditors' rights generally and general principles of equityEquity Exceptions). (b) At a meeting duly called and held, the The Parent Board of Directors has (i) unanimously determined resolved that the entry by Parent into this Agreement and the transactions contemplated hereby are fair implementation of the Transaction, including, subject to and obtaining the Parent Stockholder Approval, the delivery to the Scheme Shareholders of Parent Common Stock in connection therewith, is in the best interests of Parent and the Company's shareholdersParent Stockholders, and declared it advisable to enter into this Agreement and to consummate the transactions contemplated hereby, including the Transaction, (ii) unanimously approvedapproved the execution, adopted delivery and declared advisable performance of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Transaction, and (iii) unanimously adopted resolved to recommend that the Parent Stockholders approve the Parent Share Issuance at the Parent Stockholder Meeting (such recommendation referred to herein as the “Parent Board Recommendation”). Except, with respect to clause (iii) of the preceding sentence, as permitted by Section 7.02, the Company Board Recommendation (subject to its right to withdrawhas not subsequently rescinded, modify modified or amend withdrawn any of the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)foregoing resolutions.

Corporate Authorization. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby 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 Merger and the other transactions contemplated hereby are within have been duly and validly authorized by the Company's corporate powers and, except for the approval Board of Directors of the Company's shareholders . Except for the approval, at a meeting of Company stockholders called for such purpose, of this Agreement by the affirmative vote of the Merger and the Plan holders (present at such meeting in person or by proxy) of Merger in connection with the consummation a majority of the Merger shares of Company Common Stock outstanding (if required by Applicable Lawthe “Requisite Stockholder Vote”), have been duly authorized by all necessary no other corporate action proceedings on the part of the CompanyCompany are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. The affirmative vote Board of Directors of the holders of a majority Company, acting upon the unanimous recommendation of the voting power of all Shares entitled to vote thereon to approve Special Committee, at a duly held meeting has (i) determined that the Merger and this Agreement are advisable and fair to and in the Plan of Merger is the only vote best interests of the holders Company and its stockholders, (ii) approved the Merger, the execution, delivery and performance of any of the Company's capital stock necessary in connection with this Agreement and the consummation of the Merger transactions contemplated hereby, (iii) approved the execution, delivery and performance of the Voting Agreement, dated as of the Execution Date, among the Company (to the extent provided therein), Parent, DLB, ST and the other parties thereto (the "“Voting Agreement”), and (iv) resolved to recommend that the Company Shareholder Approval"). stockholders approve this Agreement and 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 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 (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfermoratorium, reorganization, moratorium and other laws reorganization or similar Laws affecting the enforcement of creditors' ’ rights generally and general principles of equity)equitable principles. (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote Company other than, with respect to the Merger, the Company Shareholder Approval and the filing of the holders Certificate of a majority of Merger. Other than the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only Company Shareholder Approval, no vote of the holders of any class or series of capital stock of the Company's capital stock Company are necessary in connection with to adopt this Agreement or approve or consummate the consummation of transactions contemplated hereby (including the Merger (Offer and the "Company Shareholder Approval"Merger). This The Company has duly executed and delivered 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 (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (b) At a meeting duly called and heldheld on or prior to the date hereof, the board of directors of the Company (the “Board of Directors Directors”) has unanimously (i) unanimously determined that this Agreement and the transactions contemplated hereby hereby, including the Offer and the Merger, are fair to advisable and in the best interests of the Company's Company and its shareholders, (ii) unanimously approved, adopted and declared advisable approved this Agreement and the transactions contemplated hereby hereby, including the Offer and the Merger, and (iii) unanimously adopted resolved, subject to Section 7.03, to recommend that the Company Board Recommendation (subject to its right to withdraw, modify or amend shareholders tender their shares in the Company Board Recommendation pursuant to Section 7.04(b)) Offer and (iv) approved and adopted an amendment to approve the Company Rights Agreement to render the Company Rights inapplicable to the OfferMerger (such recommendation, the Merger, this Agreement and the transactions contemplated hereby (a copy “Company Board Recommendation”). As of which amendment was provided to Parent by the Company prior to the date of this Agreement), the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby by this Agreement are within the Company's corporate powers of the Company and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Company Shareholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of at least a majority of the voting power outstanding shares of all Shares entitled to vote thereon to approve the Merger Company Common Stock approving and the Plan of Merger adopting this Agreement is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (the "“Company Shareholder Approval"”). 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 (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors' ’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Directors has of the Company unanimously adopted resolutions (i) unanimously determined determining that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company's Company and its shareholders, (ii) unanimously approvedapproving, adopted adopting and declared declaring advisable this Agreement and the transactions contemplated hereby and (including the Merger), (iii) unanimously adopted directing that this Agreement be submitted to a vote at a meeting of the Company Board Recommendation (subject to its right to withdrawCompany’s shareholders, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved recommending approval and adopted an amendment to adoption of this Agreement (including the Merger) by the Company’s shareholders (such recommendation, the “Company Board Recommendation”). Except as permitted by ‎Section 6.02, the Board of Directors of the Company Rights Agreement to render has not subsequently rescinded, modified or withdrawn any of the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)foregoing resolutions.

Corporate Authorization. (a) The Company has all necessary corporate power and authority to execute and deliver this 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 (the “Company Stockholder Approval”) and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within have been duly and validly authorized by the Company's corporate powers and, except for the approval Board of Directors of the Company's shareholders of the Merger , and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary no other corporate action proceedings on the part of the Company. The affirmative vote Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated hereby, subject, in the case of the holders of a majority Merger, to obtaining the Company Stockholder Approval and the filing of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan Certificate of Merger is with the only vote Secretary of State of the holders State of any of the Company's capital stock necessary Delaware in connection accordance with the consummation of the Merger (the "Company Shareholder Approval")DGCL. This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due 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 (terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganizationmoratorium, moratorium and other laws reorganization or similar Laws affecting creditors' the rights of creditors generally and general principles the availability of equityequitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (together, the “Bankruptcy and Equity Exception”). (b) At The Board of Directors of the Company, at a meeting duly called and held, the Board of Directors has unanimously adopted resolutions (i) unanimously determined that declaring it advisable for the Company to enter into this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholdersAgreement, (ii) unanimously approvedapproving the execution, adopted delivery and declared advisable performance of this Agreement Agreement, and the consummation of the Merger and the other transactions contemplated hereby and hereby, (iii) unanimously adopted directing that the adoption of this Agreement be submitted to the holders of Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) Common Stock for consideration and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offerrecommending, the Merger, adoption of this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the holders of Company prior Common Stock (such recommendation, the “Company Board Recommendation”). Subject to the date of this Agreement)Section 6.3, such resolutions have not been subsequently rescinded, modified or withdrawn.

Corporate Authorization. (a) Parent has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby subject to obtaining the Parent Stockholder Approval. The execution, delivery and performance by the Company Parent of this Agreement and the consummation by Parent of the Company transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the board of directors of Parent (the “Parent Board”). The Parent Board has, by resolutions duly adopted, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Mergers, are in the best interests of Parent and its stockholders, (ii) approved and adopted this Agreement, including the Mergers, (iii) approved the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within hereby, and (iv) recommended approval by the Company's corporate powers and, except stockholders of Parent of the issuance by Parent of Parent Shares as consideration hereunder (the “Stock Issuance”). Except for the approval of the Company's shareholders of Stock Issuance by the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote written consent of the holders of a majority of the voting power outstanding Parent Shares (the “Parent Stockholder Approval”), no other corporate proceedings on the part of all Shares entitled to Parent or any other vote thereon to approve the Merger and the Plan of Merger is the only vote of by the holders of any class or series of the Company's capital stock of Parent are necessary in connection with to approve or adopt this Agreement or to consummate the consummation of the Merger (the "Company Shareholder Approval")transactions contemplated hereby. The Parent Written Consent provides that it will be irrevocable upon delivery. This Agreement has been duly executed and delivered by Parent and, assuming due execution and delivery by each of the other parties hereto, this Agreement constitutes a the legal, valid and binding agreement obligation of the Company Parent, enforceable against the Company Parent in accordance with its terms (subject to terms, except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other or similar laws affecting creditors' ’ rights generally and by general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). (b) At a meeting duly called Each of LLC Sub and heldMerger Sub has all necessary limited liability company or corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Board transactions contemplated hereby. The execution, delivery and performance by each of Directors has (i) unanimously determined that LLC Sub and Merger Sub of this Agreement and the transactions contemplated hereby are fair to consummation by LLC Sub and in the best interests Merger Sub of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby have been duly and (iii) unanimously adopted validly authorized and approved by the Company Board Recommendation (subject to its right to withdraw, modify board of directors or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, similar governing body of LLC Sub or Merger Sub. Other than adoption of this Agreement and by LLC Sub, as the sole stockholder of Merger Sub, no other corporate proceeding on the part of LLC Sub or Merger Sub is necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby hereby. This Agreement has been duly executed and delivered by each of LLC Sub and Merger Sub and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of each of LLC Sub and Merger Sub, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a copy of which amendment was provided to Parent by the Company prior to the date of this Agreementproceeding in equity or at law).

Corporate Authorization. (a) The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby by this Agreement are within the Company's corporate powers of each of Parent and Merger Sub and, except for the Parent Stockholder Approval and the required approval of the Company's shareholders of the Merger and the Plan shareholder of Merger Sub in connection with the consummation of the Merger (if required by Applicable Law)Merger, have been duly authorized by all necessary corporate action on the part of the CompanyParent and Merger Sub. The affirmative vote of the holders of a majority of all votes cast by holders of outstanding shares of Parent Common Stock at a duly called and held meeting of Parent’s stockholders at which a quorum is present approving the voting power issuance of all Shares entitled to vote thereon to approve shares of Parent Common Stock in connection with the Merger and (the Plan of Merger “Parent Share Issuance”) is the only vote of the holders of any of the Company's Parent’s capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder “Parent Stockholder Approval"”). This Agreement has been duly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the Company) constitutes a valid and binding agreement of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other laws affecting creditors' rights generally and general principles of equityEquity Exceptions). (b) At a meeting duly called and held, the Board of Directors has of Parent unanimously adopted resolutions (i) unanimously determined determining that this Agreement and the transactions contemplated hereby (including the Parent Share Issuance) are fair to and in the best interests of the Company's shareholdersParent’s stockholders, (ii) unanimously approvedapproving, adopted adopting and declared declaring advisable this Agreement and the transactions contemplated hereby and (including the Parent Share Issuance), (iii) unanimously adopted directing that the Company Board Recommendation (subject approval of the Parent Share Issuance be submitted to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) a vote at a meeting of Parent’s stockholders and (iv) approved and adopted an amendment to recommending approval of the Company Rights Agreement to render the Company Rights inapplicable to the OfferParent Share Issuance by Parent’s stockholders (such recommendation, the Merger, “Parent Board Recommendation”). (c) The Board of Directors of Merger Sub has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of Merger Sub and its shareholder, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Merger), (iii) directing that this Agreement be submitted to a copy vote of which amendment was provided to Parent by the Company prior to the date Merger Sub’s shareholder and (iv) recommending approval and adoption of this Agreement)Agreement by Merger Sub’s shareholder. Except as permitted by Section 7.02, the Board of Directors of each of Parent and Merger Sub has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and performance by the Company Buyer or Buyer Parent (or any of Buyer’s Affiliates that may be a party to any Ancillary Agreement, as applicable) of this Agreement and each of the Ancillary Agreements to which Buyer or Buyer Parent (or such Affiliate) is or will be a party, as applicable, and the consummation by the Company Buyer or Buyer Parent (or such Affiliate), as applicable, of the transactions contemplated hereby and thereby, (i) are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger Buyer’s or Buyer Parent’s (if required by Applicable Lawor such Affiliate’s), as applicable, corporate (or comparable) powers and have been duly authorized by all necessary corporate (or comparable) action on the part of Buyer or Buyer Parent (or such Affiliate), as applicable, and (ii) do not require the Company. The affirmative vote approval of any holder of the holders capital stock of a majority (or any other economic interest in) Buyer, Buyer Parent or any of their respective Subsidiaries under Applicable Law, their respective organizational documents, the listing rules of the voting power NYSE or otherwise. Assuming the due authorization, execution and delivery of all Shares entitled to vote thereon to approve the Merger this Agreement and the Plan of Merger is Ancillary Agreements by Seller (or, in the only vote case of the holders of Ancillary Agreements, Seller and/or Seller’s Affiliate(s) party thereto, as applicable), this Agreement constitutes, and each Ancillary Agreement to which Buyer, Buyer Parent or any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Agreement constitutes their respective Affiliates is a party when executed and delivered will constitute, a valid and binding agreement of Buyer or Buyer Parent (or, in the Company case of the Ancillary Agreements, Buyer and/or Buyer’s Affiliate(s) party thereto), as applicable, enforceable against the Company Buyer or Buyer Parent (or such Affiliate(s)), as applicable, in accordance with its terms (subject to applicable bankruptcyterms, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent except as such enforcement may be limited by the Company prior to the date of this Agreement)Enforceability Exceptions.

Corporate Authorization. (a) Each of Ultimate Parent, Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, including the Merger. The execution, delivery and performance by the Company of this Agreement by Ultimate Parent, Parent and Merger Sub and the consummation by the Company each of them of the transactions contemplated hereby are within the Company's corporate powers andTransactions, except for the approval of the Company's shareholders of including the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly and validly authorized by all necessary corporate action on the part of Ultimate Parent, Parent and Merger Sub and, except for the Company. The affirmative vote approval and adoption of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan this Agreement by Parent, in its capacity as sole stockholder of Merger is Sub, no other corporate actions on the only vote part of Ultimate Parent, Parent or Merger Sub are necessary to authorize the holders execution and delivery by Ultimate Parent, Xxxxxx and Merger Sub of any of the Company's capital stock necessary in connection with this Agreement and the consummation of the Transactions, including the Merger, subject, in the case of the consummation of the Merger, to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Parent Board of Directors has unanimously approved this Agreement and the Transactions, including the Merger, and the performance by it of its covenants and agreements contained herein. The Merger Sub Board of Directors has unanimously (a) determined that the "Company Shareholder Approval")terms of the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and its sole stockholder, (b) determined that it is in the best interest of Xxxxxx Sub to enter into, and approved, adopted and declared advisable, this Agreement, (c) approved the execution and delivery by Merger Sub of this Agreement, the performance by Xxxxxx Sub of its covenants and agreements contained herein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained herein, and (d) resolved to recommend that Parent, as the sole stockholder of Merger Sub, approve the adoption of this Agreement and the Transactions, including the Merger, by written consent. The Ultimate Parent Board of Directors has (1) determined that the terms of the Transactions, including the Merger, are in the best interests of, Ultimate Parent and its shareholders taken as a whole and (2) approved this Agreement and the Transactions, including the Merger, and the performance by it of its covenants and agreements contained herein. This Agreement has been duly and validly executed and delivered by Ultimate Parent, Parent and Merger Sub and, assuming this Agreement constitutes a the legal, valid and binding agreement of the Company Company, this Agreement constitutes the legal, valid and binding agreement of Ultimate Parent, Parent and Merger Sub and is enforceable against the Company Ultimate Parent, Parent and Merger Sub in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other laws affecting creditors' rights generally and general principles of equity)Equity Exception. (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby by this Agreement are within the Company's corporate powers and authority of the Company and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power outstanding shares of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger Company Common Stock adopting this Agreement is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger Mergers (the "“Company Shareholder Stockholder Approval"”). This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by 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 (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors' ’ rights generally and remedies generally, and subject to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Directors has of the Company unanimously adopted resolutions (i) unanimously determined determining that this Agreement and the transactions contemplated hereby (including the Mergers) are fair to and in the best interests of the Company's shareholdersCompany and its stockholders, (ii) unanimously approvedapproving, adopted adopting and declared declaring advisable this Agreement and the transactions contemplated hereby and (including the Mergers), (iii) unanimously adopted directing that the Company Board Recommendation (subject adoption of this Agreement be submitted to its right to withdrawa vote at a meeting of the Company’s stockholders, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to recommending adoption of this Agreement 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 Rights Agreement to render has not subsequently rescinded, modified or withdrawn any of the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and performance by the Company Pxxxxx and Mxxxxx Sub of this Agreement and the consummation by the Company Pxxxxx and Merger Sub of the transactions contemplated hereby are within the Company's corporate powers power of each of Parent and Merger Sub and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)subject to ‎Section 8.04, have been duly authorized by all necessary corporate action on the part of the Companyeach of Parent and Merger Sub. The affirmative No vote of the holders shareholders of a majority Parent is necessary to authorize the execution, delivery or performance of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with this Agreement or the consummation of the Merger (transactions contemplated hereby, including the "Company Shareholder Approval")Merger, and each of the Members has duly executed and delivered to Parent its written approval pursuant to the Joint Bidding Agreement to proceed with the execution of this Agreement. This Each of Parent and Mxxxxx Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a valid and binding agreement of the Company each of Parent and Merger Sub, enforceable against the Company each in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equityexcept insofar as such enforceability may be limited by the Enforceability Exceptions). (b) . At a meeting meetings duly called and held, the Board of Directors has (i) the boards of directors of Parent and Mxxxxx Sub have unanimously adopted resolutions authorizing, approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, (ii) the board of directors of Merger Sub has unanimously determined that this Agreement and the transactions contemplated hereby by this Agreement, including the Merger, are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement Merger Sub and the transactions contemplated hereby sole shareholder of Merger Sub, and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, board of directors of Merger Sub has directed that this Agreement be submitted to Merger Sub’s sole shareholder for adoption and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)approval.

Corporate Authorization. (a) 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 transactions contemplated hereby and thereby, are within the Company's corporate powers of the Company and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of (i) the holders of a majority of the voting power outstanding shares of all Shares entitled to vote thereon to approve Company Common Stock approving and adopting this Agreement and (ii) the Merger holders (other than TD Bank, the Significant Company Stockholders and their respective Affiliates) of a majority of the Plan outstanding shares of Merger is Company Common Stock (other 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 vote votes of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (collectively, the "“Company Shareholder Stockholder Approval"”). This Agreement Agreement, and each of the Ancillary Agreements to which the Company is a party, have been duly executed and delivered by the Company and (assuming 24 due authorization, execution and delivery by the other parties hereto and thereto) each constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors' ’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Exceptions”)). (b) At a meeting duly called and held, the Board of Directors has of the Company, acting upon the unanimous recommendation of the Company Special Committee, unanimously adopted resolutions (i) unanimously determined determining that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approvedapproving, adopted adopting and declared declaring advisable this Agreement and the transactions contemplated hereby and (including the Merger), (iii) unanimously adopted directing that the Company Board Recommendation (subject approval and adoption of this Agreement be submitted to its right to withdrawa vote at a meeting of the Company’s stockholders, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved recommending approval and adopted an amendment to adoption of this Agreement (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 Rights Agreement to render has not subsequently rescinded, modified or withdrawn any of the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Stockholder Vote, have been duly authorized by all necessary corporate action on the part of the Company. The adoption of this Agreement by the affirmative vote of the holders of a majority of the voting power outstanding shares of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger Company Stock is the only vote (the “Stockholder Vote”) of the holders of any of the Company's ’s capital stock necessary in connection with for the consummation of the Merger (the "Company Shareholder Approval")Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Subsidiary, constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms (subject to terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and or other laws similar Laws affecting or relating to enforcement of creditors' ’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). (bi) At The Special Committee was duly authorized and constituted on May 13, 2004, (ii) the Special Committee, at a meeting thereof duly called and heldheld on August 1, the Board of Directors has 2004, (iA) unanimously determined that this Agreement and the transactions contemplated hereby Merger are fair to and in the best interests of the Company's shareholdersCompany and its stockholders (other than Parent and its Affiliates), (iiB) unanimously approveddetermined that this Agreement and the Merger should be approved and declared advisable and (C) resolved to recommend to the Board of Directors of the Company that the Board of Directors of the Company approve and declare advisable this Agreement and the Merger and to recommend that the stockholders of the Company adopt this Agreement, adopted and (iii) the Board of Directors of the Company, at a meeting thereof duly called and held on August 1, 2004, in reliance upon the recommendation of the Special Committee (A) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (B) approved and declared advisable this Agreement and the transactions contemplated hereby Merger and (iiiC) unanimously adopted resolved to recommend that the stockholders of the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of adopt this Agreement).

Corporate Authorization. (a) The Purchaser Board, by resolution duly adopted by the majority vote of the Purchaser Board at a meeting duly called and held, has (i) approved and adopted this Agreement, the Ancillary Agreements to which it is a party, and the Transactions, (ii) determined that this Agreement, the Transactions and the Merger are advisable and in the best interests of the stockholders of Purchaser, (iii) approved, adopted and declared advisable the payment of the Purchaser Shares Consideration, (iv) directed that (x) the approval of the issuance of the Purchaser Ordinary Shares underlying the Preferred Shares Consideration pursuant to the conversion of the Preferred Shares Consideration into Purchaser Ordinary Shares in accordance with the Purchaser Preferred Shares Certificate of Designation (“Preferred Stock Conversion”), (y) the constitution of Purchaser in form and substance mutually agreeable to Purchaser, the Sellers and the Company, including the change of the name of Purchaser to such name as shall be designated by the Sellers (the “Amended Purchaser Charter”), and (z) the election of directors in accordance with Section 1.05(a) be submitted for consideration at the Purchaser Stockholders Meeting, and (v) recommended to the stockholders of Purchaser that they approve the Preferred Stock Conversion, the Amended Purchaser Charter and the election of directors in accordance with Section 1.05(a) (the “Purchaser Board Recommendation”). (b) Purchaser has all necessary corporate power and authority to enter into and deliver this Agreement, to perform its obligations hereunder, and to consummate the Transactions and the Merger. The execution, delivery delivery, and performance by the Company of this Agreement by Purchaser and the consummation by the Company Purchaser of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes a valid legal, valid, and binding agreement of the Company Purchaser enforceable against the Company Purchaser in accordance with its terms (subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally creditor’s rights, and to general principles of equityequitable principles). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

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 hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within the Company's corporate powers andhereby, except for obtaining the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock voting power of all Shares entitled to vote thereon to approve and adopt this Agreement and the Merger and (the Plan of Merger “Stockholder Approval”) is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (and the "Company Shareholder Approval")other transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws similar Applicable Law affecting creditors' ’ rights generally and by general principles of equity). (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all but one directors of the Company were present and with all directors present voting unanimously in favor, the Company Board of Directors has duly adopted resolutions (i) unanimously determined declaring that this Agreement Agreement, the Merger and the other transactions contemplated hereby are fair to advisable and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approvedapproving this Agreement, adopted the Merger and declared advisable the other transactions contemplated hereby, (iii) taking all actions necessary so that the restrictions on business combinations and 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 Agreement, the Voting Agreements and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdrawthereby, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to directing that the Company Rights Agreement to render the Company Rights inapplicable to the Offeradoption of this Agreement, the Merger, this Agreement Merger and the other transactions contemplated hereby (be submitted to a copy vote of which amendment was provided to Parent by the stockholders of the Company prior to at the date of this Agreement)Stockholder Meeting, and (v) making the Board Recommendation.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Required Company Stockholder Approval, to consummate the Transactions. Assuming the accuracy of the representation set forth in Section 5.11, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly and validly authorized by all necessary corporate action on the part of the Company. The affirmative vote Company by the Company Board, subject to the receipt of the holders of a majority Required Company Stockholder Approval, and no other corporate proceedings on the part of the voting power Company or any other stockholder vote (other than the Required Company Stockholder Approval) is necessary to authorize the execution, delivery and performance of all Shares entitled this Agreement by the Company or for the Company to vote thereon consummate the Transactions (other than, with respect to approve the Merger, the filing of the Certificate of Merger with the Delaware Secretary of State) pursuant to the Company’s governing documents, the DGCL and the Plan rules and regulations of NYSE. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger is Sub of this Agreement and assuming the only vote accuracy of the holders of any representation set forth in Section 5.11, this Agreement constitutes the legal, valid and binding obligation of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Agreement constitutes a valid and binding agreement of the Company , enforceable against the Company in accordance with its terms terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other laws similar Laws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally and general principles (ii) the remedies of equityspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (a) On or prior to the date of this Agreement, the Company Board has received from Xxxxxxxxx LLC, its written opinion (the “Fairness Opinion”), subject to the assumptions, limitations, qualifications and conditions set forth therein, that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is fair, from a financial point of view, to such holders (other than holders of Cancelled Shares) and such opinion has not been withdrawn, revoked or modified. The Company shall, following the execution of this Agreement, furnish an accurate, complete and confidential copy of the Fairness Opinion to Parent. (b) At On or prior to the date of this Agreement, the Company Board has, at a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby Transactions, including the Merger, are fair to and in the best interest of the Company and the holders of Company Common Stock, and has duly adopted resolutions by a unanimous vote (which have not been withdrawn or modified) (w) determining that this Agreement and the Transactions are fair to, advisable and in the best interests of the Company and the Company's shareholders’s stockholders, (iix) unanimously approved, adopted approving and declared declaring advisable this Agreement and the transactions contemplated hereby Transactions, (y) directing that this Agreement be submitted to the stockholders of the Company for their adoption and (iiiz) unanimously adopted subject to Section 6.02, recommending adoption of this Agreement by the stockholders of the Company (such recommendation, the “Company Board Recommendation (Recommendation”), which Company Board Recommendation, subject to its right to withdrawSection 6.02, modify has not been subsequently withdrawn or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)modified.

Corporate Authorization. (a) The execution, delivery and performance by the Company Sellers of this Agreement and the other agreements to be entered into by any of them pursuant to the terms of this Agreement, and the consummation by the Company Sellers of the transactions contemplated hereby and thereby are within the Company's Sellers' respective corporate powers andpowers, except for the approval are not in contravention of the Company's shareholders terms of the Merger Sellers' respective Certificates of Incorporation or Bylaws, and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized and approved by all necessary the respective boards of directors of Sellers. No other corporate action proceedings on the part of Columbia, Holdings, Galen, or any Acquired Entity are xxxxssary to authorize the Company. The affirmative vote execution, delivery and performance by Sellers or any Acquired Entity of this Agreement or the other agreements to be entered into by any Seller or any Acquired Entity pursuant to the terms of this Agreement. (b) This Agreement has been duly and validly executed and delivered by Sellers, and, as of the holders Closing, the other agreements to be entered into by any Seller or any Acquired Entity pursuant to the terms of a majority of this Agreement will have been duly and validly executed and delivered by such Seller or Acquired Entity, as the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")case may be. This Agreement constitutes a constitutes, and upon their execution and delivery, such other agreements will constitute, the legal, valid and binding agreement obligations of the Company Sellers and any Acquired Entity party thereto, enforceable against the Company Sellers and any Acquired Entity party thereto in accordance with its their respective terms (subject assuming the valid authorization, execution and delivery hereof and thereof by Purchaser and any other unaffiliated third party thereto), subject, in each case, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application relating to or affecting creditors' rights generally and to general principles of equity), including principles of commercial reasonableness, good faith and fair dealing. (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. (a) The execution, delivery and performance by the Company Xxxxxx and Merger Sub of this Agreement and the consummation by the Company Xxxxxx and Merger Sub of the transactions contemplated hereby Transactions are within the Company's corporate powers of Parent and Merger Sub and, except for the adoption of this Agreement by Xxxxxx Sub’s sole stockholder approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Merger, have been duly authorized by all necessary corporate action on the part actions. This Agreement has been duly executed and delivered by Xxxxxx and Xxxxxx Sub and, assuming due authorization, execution and delivery of this Agreement by the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This , this Agreement constitutes a valid and binding agreement of the Company each of Parent and Merger Sub and is enforceable against the Company each such Party in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity)Creditors’ Rights. (b) At a meeting duly called The Parent Board, on or prior to the date hereof, has approved this Agreement and heldthe Transactions (including the Merger) and declared it advisable for Parent to enter into this Agreement and approved the execution, delivery and performance by Parent of this Agreement and the consummation of the Transactions, including the Merger, on the terms set out in this Agreement. None of the foregoing resolutions of the Parent Board have been amended, rescinded or modified as of the date hereof. (c) The Board of Directors of Merger Sub has (i) unanimously determined that this Agreement and the transactions contemplated hereby Transactions (including the Merger) are fair to and in the best interests of the Company's shareholdersMerger Sub and its sole stockholder, (ii) unanimously approved, adopted approved and declared advisable this Agreement and the transactions contemplated hereby and Transactions (including the Merger), (iii) unanimously adopted approved and declared advisable the Company Board Recommendation (execution, delivery and performance by Merger Sub of this Agreement and, subject to its right to withdrawapproval by Parent, modify or amend the Company Board Recommendation pursuant to Section 7.04(bconsummation of the Transactions (including the Merger)) and , (iv) approved directed that this Agreement be submitted to Parent, as sole stockholder of Merger Sub, for adoption and adopted an amendment (v) resolved to recommend that Parent adopt the Company Rights Agreement to render and approve the Company Rights inapplicable to the Offer, Transactions (including the Merger, this Agreement and ) on the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of terms set out in this Agreement).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other Contemplated Transactions. The execution, delivery and performance by the Company of this Agreement and any other agreement contemplated hereby and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), Contemplated Transactions have been duly and validly authorized by all necessary requisite corporate action on the part of the Company. The affirmative vote Company and no other proceedings on the part of the Company or its stockholders are necessary to authorize the execution and delivery of this Agreement or the consummation of the Merger and the Contemplated Transactions, other than, as of the date of this Agreement with respect to the Merger, (i) the adoption of this Agreement and the approval of the Merger by the holders of a majority of the voting power outstanding shares of all Shares Company Common Stock entitled to vote thereon voting together as a single class (the “Company Stockholder Approval”) and (ii) the filing of the Certificate of Merger as required by the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to approve applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Applicable Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, regardless of whether enforcement is sought in a proceeding at equity or law (the “Bankruptcy and Equity Exception”). (b) The Company Board has unanimously adopted resolutions, prior to the execution of this Agreement, (i) determining that this Agreement, the Merger and the Plan Contemplated Transactions are fair to, and in the best interests of, the Company and its stockholders, (ii) approving and declaring advisable to enter into this Agreement and approved the execution, delivery and performance of this Agreement and any other agreement contemplated hereby and the consummation of the Merger and the Contemplated Transactions, (iii) resolving to recommend that the holders of Company Common Stock adopt this Agreement and (iv) directing that this Agreement be submitted to the holders of Company Common Stock for their adoption, which resolutions have not been subsequently withdrawn or modified in any respect in violation of the provisions of this Agreement. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Agreement constitutes a valid and binding agreement or other securities of the Company enforceable against the Company in accordance with its terms (subject necessary to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that adopt this Agreement and to consummate the transactions contemplated hereby are fair to Merger and in the best interests Contemplated Transactions under the Applicable Laws of the Company's shareholdersState of Delaware, (ii) unanimously approved, adopted and declared advisable this Agreement and including the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)DGCL.

Corporate Authorization. (a) The execution, delivery and performance by the Company Pxxxxx and Mxxxxx Sub of this Agreement and the consummation by the Company Pxxxxx and Merger Sub of the transactions contemplated hereby Transactions are within the Company's corporate powers and, except for the approval power and authority of the Company's shareholders of the Parent and Merger Sub and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, except for the CompanyParent Stockholder Approval. The affirmative vote Parent Stockholder Approval and the consent of the holders of a majority of the voting power outstanding shares of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is Parent Series A Preferred are the only vote votes of the holders of any of the Company's Parent’s capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")Transactions. This Agreement Agreement, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding agreement of the Company each of Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms (subject to applicable bankruptcyterms, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity)except as such enforceability may be limited by the Enforceability Limitations. (b) At a meeting duly called and held, the Parent Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby Transactions are advisable, fair to and in the best interests of the Company's shareholdersParent and its stockholders, (ii) unanimously approvedapproved and adopted this Agreement and approved the Transactions in accordance with the requirements of the General Corporation Law of the State of Delaware (the “DGCL”), adopted (iii) declared the advisability of this Agreement, (iv) made the Parent Board Recommendation, and (v) directed that the Parent Proposals be submitted to the Parent’s stockholders for approval at a duly held meeting of such stockholders for such purpose. As of the date hereof, none of the actions described in the immediately preceding sentence has been amended, rescinded or modified in any respect. (c) As of the date hereof, (i) the board of directors of Merger Sub has approved and declared advisable this Agreement and the transactions contemplated hereby Transactions as required under applicable Law and (iiiii) unanimously Parent, as the sole shareholder of Merger Sub, has adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and in accordance with the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)SACA.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only No vote of the holders of any class or series of capital stock of the Company's capital stock Company are necessary in connection with to adopt this Agreement or approve or consummate the consummation of transactions contemplated hereby (including the Merger (Offer and the "Company Shareholder Approval"Merger). This The Company has duly executed and delivered 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 (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (b) At a meeting duly called and held, the board of directors of the Company (the “Board of Directors Directors”) has unanimously (i) unanimously determined that this Agreement and the transactions contemplated hereby hereby, including the Offer and the Merger, are fair to and in the best interests of the Company's shareholdersCompany and its stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby hereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law (iii) unanimously adopted resolved that this Agreement and the Company Board Recommendation (subject to its right to withdraw, modify or amend Merger shall be governed by Section 251(h) of Delaware Law and that the Company Board Recommendation pursuant to Section 7.04(b)) Merger shall be consummated as soon as practicable following the Acceptance Time and (iv) approved and adopted an amendment resolved, subject to Section 7.03(b), to recommend that the stockholders of the Company Rights Agreement to render tender their Shares into the Company Rights inapplicable to the OfferOffer (such recommendation, the Merger, this Agreement and the transactions contemplated hereby (a copy “Company Board Recommendation”). As of which amendment was provided to Parent by the Company prior to the date of this Agreement), the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the CompanyCompany and, except for the filing of articles of merger with respect to the Merger with the Oregon Secretary of State pursuant to Oregon Law and the receipt of the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Company has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Parent and Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Subsidiary, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors has unanimously (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and hereby, (iii) unanimously adopted resolved, subject to Section 6.03(b), to recommend the approval of this Agreement and approval of the Merger by the stockholders of the Company Board Recommendation (subject to its right to withdrawsuch recommendation, modify or amend the “Company Board Recommendation pursuant to Section 7.04(b)Recommendation”) and (iv) approved and adopted an amendment to directed that the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, approval of this Agreement and approval of the transactions contemplated hereby (Merger be submitted to a copy vote of the Company’s stockholders, each of which amendment was provided to Parent by the Company prior to resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. (c) The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding Shares, voting together as a single class (the “Company Stockholder Approval”), at the Company Stockholders’ Meeting, is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Corporate Authorization. (a) The executionCompany has the full corporate power and authority to execute and deliver this Agreement and, delivery and performance subject to approval of this Agreement by the affirmative vote of a majority of the votes represented by the shares of Common Stock outstanding on the record date to be established for the Company Stockholders Meeting, to consummate the transactions contemplated by this Agreement. The 16 execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative Company have been (i) duly and validly authorized and adopted by the unanimous vote of the holders of a majority of Special Committee and by the voting power of all Shares entitled to unanimous vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary Board of Directors, and (ii) determined to be fair to, advisable and in connection with the best interests of the stockholders of the Company (other than the Retaining Stockholders) by the Special Committee and the Company's Board of Directors. The Special Committee and the Board of Directors have each recommended that the Stockholders of the Company adopt this Agreement and approve the Merger. No corporate proceedings on the part of the Company are necessary, as a matter of law or otherwise, for the consummation of the Merger (transactions contemplated hereby, other than the "approval of this Agreement by the Company's stockholders at the Company Shareholder Approval")Stockholders Meeting. This Agreement constitutes has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by MergerSub, is a valid and binding agreement of the Company enforceable against the Company it in accordance with its terms terms, except to the extent that the enforcement thereof may be limited by (subject to applicable i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws affecting creditors' now or hereafter in effect relating to creditor's rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholdersgenerally, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity) and (iii) unanimously adopted the Company Board Recommendation (remedy of specific performance and injunctive and other forms of equitable relief may be subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to discretion of the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of court before which amendment was provided to Parent by the Company prior to the date of this Agreement)any enforcement proceeding therefor may be brought.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby by this Agreement are within the Company's corporate powers of the Company and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)Company Shareholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of at least a majority of the voting power outstanding shares of all Shares entitled to vote thereon to approve the Merger Company Common Stock approving and the Plan of Merger adopting this Agreement is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (the "“ Company Shareholder Approval"Approval ”). 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 (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors' ’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the “ Bankruptcy and Equity Exceptions ”)). (b) At a meeting duly called and held, the Board of Directors has of the Company unanimously adopted resolutions (i) unanimously determined determining that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company's Company and its shareholders, (ii) unanimously approvedapproving, adopted adopting and declared declaring advisable this Agreement and the transactions contemplated hereby and (including the Merger), (iii) unanimously adopted directing that this Agreement be submitted to a vote at a meeting of the Company Board Recommendation (subject to its right to withdrawCompany’s shareholders, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved recommending approval and adopted an amendment to adoption of this Agreement (including the Merger) by the Company’s shareholders (such recommendation, the “ Company Board Recommendation ”). Except as permitted by Section 6.02 , the Board of Directors of the Company Rights Agreement to render has not subsequently rescinded, modified or withdrawn any of the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)foregoing resolutions.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement NEXTLINK and the consummation by the Company NEXTLINK of the transactions contemplated hereby are within the Company's corporate powers of NEXTLINK and, except for the approval of the CompanyNextlink's shareholders stockholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law)this Agreement, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Companyincluding, without limitation, NEXTLINK's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity). (b) At a meeting duly called and held, the Board of Directors has having: (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the CompanyNEXTLINK's shareholders, stockholders; (ii) unanimously approved, adopted and declared advisable approved this Agreement and the transactions contemplated hereby hereby; and (iii) unanimously adopted resolved to recommend approval and adoption of this Agreement by its stockholders. This Agreement constitutes a valid and binding agreement of NEXTLINK enforceable against NEXTLINK in accordance with its terms, except (i) as the Company Board Recommendation same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors' rights, (subject to its right to withdraw, modify or amend ii) provisions providing for indemnity for liability under the Company Board Recommendation pursuant to Section 7.04(b)) securities laws and (iviii) approved for the limitations imposed by general principles of equity. (b) The execution, delivery and adopted an amendment to performance by Newco and the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and consummation by Newco of the transactions contemplated hereby are within the corporate powers of Newco, and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Newco enforceable against Newco in accordance with its terms, except (a copy i) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of which amendment was provided general application relating to Parent or affecting creditors' rights, (ii) provisions providing for indemnity for liability under the securities laws and (iii) for the limitations imposed by the Company prior to the date general principles of this Agreement)equity.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to be delivered by the Company at Closing and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger Company Stockholder Approval required in connection with the consummation of the Merger (if required by Applicable Law)Merger, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power outstanding shares of all Shares entitled to vote thereon to approve the Merger and the Plan Company Stock in favor of Merger adoption of this Agreement is the only vote of the holders of any of the Company's ’s capital stock necessary in connection with the consummation of the Merger (the "“Company Shareholder Stockholder Approval"”). This Assuming due authorization, execution and delivery by Parent and Merger Subsidiary, this Agreement constitutes constitutes, and each Transaction Document to which the Company is a party will constitute, a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (b) At a meeting duly called and held, pursuant to resolutions that have not been subsequently rescinded, withdrawn or qualified, the Company Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to advisable and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approved, adopted approved and declared advisable this Agreement and the transactions contemplated hereby and hereby, (iii) unanimously directed that this Agreement be submitted to the Company’s stockholders to be adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved resolved, subject to Section 6.03, to recommend adoption and adopted an amendment to approval of this Agreement by the Company Rights Agreement to render Company’s stockholders (such recommendation in the Company Rights inapplicable to the Offerpreceding clause (iv), the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the “Company prior to the date of this AgreementBoard Recommendation”).

Corporate Authorization. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate ’s powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly and validly authorized by all necessary corporate action on under the part Company’s constituent documents and applicable provisions of Delaware Law (other than the approval of this Agreement and the Merger by the stockholders of the Company. The affirmative vote Company and the filing with the Secretary of State of the holders State of a majority Delaware of the voting power certificate of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"merger as required by Delaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a legal, valid and binding agreement of the other parties hereto, constitutes a legal, valid and binding agreement of the Company enforceable against the Company it in accordance with its terms (subject to applicable terms, except as such enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and other similar laws affecting the enforcement of creditors' ’ rights generally and for limitations imposed by general principles of equity). (ba) At The Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions (i) approving and adopting this Agreement, the Merger and the other transactions expressly contemplated hereby and requiring the approval of the Board of Directors has of the Company, (iii) unanimously determined determining that this Agreement and the transactions contemplated hereby terms of the Merger are fair to and in the best interests of the Company and its stockholders and that the other transactions expressly contemplated hereby and requiring the approval of the Board of Directors of the Company are in the best interests of the Company and its stockholders, (iii) recommending that the Company's shareholders’s stockholders adopt this Agreement and (iv) declaring that this Agreement is advisable. (b) The only vote of holders of any class or series of Company Common Stock and Company Preferred Stock necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”) is the adoption of this Agreement by (i) the holders of a majority of the outstanding Company Common Stock and Company Preferred Stock voting together as a single class, with the Company Preferred Stock voting on an as-converted basis, (ii) unanimously approvedthe holders of 60% of the outstanding Series A Preferred Stock, adopted Series B Preferred Stock and declared advisable this Agreement and the transactions contemplated hereby Series C Preferred Stock, voting together as a single class, and (iii) unanimously adopted the holders of 75% of the Series D Preferred Stock, voting separately as a class. The Company Stockholder Approval may be obtained by written consent of the Company’s stockholders listed in Section 4.02(c) of the Company Board Recommendation (subject to its right to withdraw, modify or amend Disclosure Schedule under the Company’s certificate of incorporation and bylaws and the DGCL. The affirmative vote of the holders of the Company Board Recommendation pursuant to Section 7.04(b)) Common Stock and (iv) approved and adopted an amendment to the Company Rights Agreement Preferred Stock, or any of them, is not necessary to render the Company Rights inapplicable to the Offer, consummate any transaction expressly contemplated hereby other than the Merger, . Promptly (but in no event more than one Business Day) following the execution and delivery of this Agreement and receipt of the transactions contemplated hereby (a copy of which amendment was provided Company Stockholder Approval, the Company shall deliver to Parent a certificate of the Secretary of the Company certifying that the Company Stockholder Approval has been obtained by the Company prior to written consent of the date of this Agreement)Company’s stockholders.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on required to be taken by Company, except actions by the part shareholders as set forth in the next succeeding sentence of the Companythis Section 3.2(a). The affirmative vote of approval by the holders of a majority of the voting power of all Shares votes entitled to vote thereon to approve the Merger and be cast on the Plan of Merger (the "Company Requisite Vote") is the only vote of the holders any class or series of any of the Company's capital stock necessary in connection with to approve and adopt this Agreement, the consummation Plan of Merger and the Merger (the "Company Shareholder Approval")transactions contemplated thereby. This Agreement has been duly executed and delivered by Company and constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding at equity or at law). (b) At The Board of Directors of Company (the "Company Board"), at a meeting duly called and heldheld on January 25, the Board of Directors has 2001, duly adopted resolutions (i) unanimously determined authorizing the execution and delivery of this Agreement, (ii) adopting the plan of merger attached hereto as Exhibit B ("Plan of Merger"), (iii) approving the Merger, (iv) determining that this Agreement and the transactions contemplated hereby terms of the Merger are fair to and in the best interests interest of Company and its shareholders and (v) recommending that the Company's shareholdersshareholders of Company approve this Agreement, (ii) unanimously approved, adopted the Merger and declared advisable the Plan of Merger. The Company Board has directed that this Agreement and the transactions contemplated hereby and (iii) unanimously adopted Plan of Merger be submitted to the shareholders of Company for their approval. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Company Board Recommendation (subject to its right shall be permitted to withdraw, modify or amend change any actions described in clauses (ii)-(v) of the first sentence of this Section 3.2(b) if and to the extent that the Company Board, upon receipt of a Superior Proposal, and after consultation with outside legal counsel, determines in its good faith judgment that such action is necessary for the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment comply with its duties to the Company Rights Agreement Company's shareholders under applicable law; provided, however, that prior to render the Company Rights inapplicable to the Offerpublicly withdrawing, modifying or changing its recommendation in favor of approving this Agreement, the Merger and the Plan of Merger, this Agreement Company shall have given Parent at least seventy-two hours' prior written notice thereof and the transactions contemplated hereby (a copy of which amendment was provided opportunity to Parent by the meet with Company prior to the date of this Agreement)and its counsel and financial advisors.

Corporate Authorization. (a) The execution, delivery and performance by the Company each Seller of this Agreement, the XIP Purchase Agreement (to the extent such Seller is a party) and the Ancillary Agreements to which such Seller is a party, and the consummation by the Company such Seller of the transactions contemplated hereby and thereby, are within the Company's such Seller’s corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of such Seller. Assuming the Company. The affirmative vote of due authorization, execution and delivery by the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This other parties hereto, this Agreement constitutes a valid and binding agreement of the Company each Seller, enforceable against the Company such Seller in accordance with its terms (subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally creditor’s rights, and to general principles equitable principles). The board of equity)directors of each Seller has adopted resolutions approving the execution, delivery and performance by it of this Agreement, the XIP Purchase Agreement (to the extent such Seller is a party) and the Ancillary Agreements to which such Seller is a party, and the consummation by such Seller of the transactions contemplated hereby and thereby, which resolutions have not been subsequently rescinded, modified or withdrawn. Each Seller has duly executed this Agreement, the XIP Purchase Agreement (to the extent such Seller is a party) and the applicable Ancillary Agreements to which it is a party. (b) At a meeting duly called and held, the Board The board of Directors directors of XC has unanimously (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and it is in the best interests of the Company's shareholders, shareholders of XC to enter into this Agreement and (ii) unanimously approvedduly authorized and approved the execution, adopted delivery and declared advisable performance by XC of this Agreement, the XIP Purchase Agreement and the Ancillary Agreements to which XC is a party, and the consummation by such Seller of the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)thereby.

Corporate Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly and validly authorized by all necessary corporate action on the part of the Company and the Company Board of Directors, subject only to the approval of the Company’s stockholders as described below, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or for the Company to consummate the transactions contemplated by this Agreement (other than, with respect to the Merger, the filing of the Certificate of Merger with the Delaware Secretary of State). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Ultimate Parent, Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency the relief of debtors, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies (collectively, the “Enforceability Exceptions”). The affirmative vote of the holders of a majority of the voting power outstanding shares of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger Company Common Stock is the only vote of the holders of any of the Company's capital stock Company Capital Stock necessary in connection with the consummation of to adopt this Agreement and thereby approve the Merger and the other transactions contemplated hereby (the "“Required Company Shareholder Stockholder Approval"). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity”). (b) At a meeting duly called and held, the Company Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby Merger, are fair to to, advisable and in the best interests of the Company's shareholders’s stockholders, (ii) unanimously approved, adopted and declared advisable approved this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation resolved (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b6.03(f)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, recommend adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (a copy of which amendment was provided to Parent by the stockholders of the Company prior to (such recommendation, the date of this Agreement“Company Board Recommendation”).

Corporate Authorization. (a) The Company has all necessary corporate power and authority to execute and deliver this 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 (the "Company Stockholder Approval") and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within have been duly and validly authorized by the Company's corporate powers and, except for the approval Board of Directors of the Company's shareholders of the Merger , and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary no other corporate action proceedings on the part of the Company. The affirmative vote Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated hereby, subject, in the case of the holders of a majority Merger, to obtaining the Company Stockholder Approval and the filing of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan Certificate of Merger is with the only vote Secretary of State of the holders State of any of the Company's capital stock necessary Delaware in connection accordance with the consummation of the Merger (the "Company Shareholder Approval")DGCL. This Agreement has been duly executed and delivered by the Company and, assuming due power and authority of, and due 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 (terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganizationmoratorium, moratorium and other laws reorganization or similar Laws affecting creditors' the rights of creditors generally and general principles the availability of equityequitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (together, the "Bankruptcy and Equity Exception"). (b) At The Board of Directors of the Company, at a meeting duly called and held, the Board of Directors has unanimously adopted resolutions (i) unanimously determined that declaring it advisable for the Company to enter into this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company's shareholdersAgreement, (ii) unanimously approvedapproving the execution, adopted delivery and declared advisable performance of this Agreement Agreement, and the consummation of the Merger and the other transactions contemplated hereby and hereby, (iii) unanimously adopted directing that the adoption of this Agreement be submitted to the holders of Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) Common Stock for consideration and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offerrecommending, the Merger, adoption of this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the holders of Company prior Common Stock (such recommendation, the "Company Board Recommendation"). Subject to the date of this Agreement)Section 6.3, such resolutions have not been subsequently rescinded, modified or withdrawn.

Corporate Authorization. (a) The execution, delivery and performance by the Company Parent and Merger Subsidiary of this Agreement and the consummation by the Company Parent and Merger Subsidiary of the Merger and the other transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Parent and Merger Subsidiary and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Parent and Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")Subsidiary. This Agreement constitutes a valid and binding agreement of the Company each of Parent and Merger Subsidiary, enforceable against the Company each of Parent and Merger Subsidiary in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). (b) No vote of the holders of any of Parent’s capital stock is necessary to consummate the Merger and the other transactions contemplated by this Agreement. (c) At a meeting duly called and held, the Board of Directors of Merger Subsidiary has unanimously (i) unanimously determined adopted and approved this Agreement and approved the Merger and (ii) directed that this Agreement be submitted to Parent, as the sole shareholder of Merger Subsidiary, and resolved to recommend the adoption and approval of this Agreement and the transactions contemplated hereby are fair approval of the Merger to and Parent, as the sole shareholder of Merger Subsidiary, as being in the best interests of Merger Subsidiary and Parent. (d) At a meeting duly called and held, the Company's shareholders, board of directors of Parent (iithe “Parent Board”) unanimously approved, has adopted and declared advisable approved this Agreement and approved the Merger. No other vote or approval of Parent’s or Merger Subsidiary’s shareholders or of the Parent Board or the Board of Directors of Merger Subsidiary is necessary to consummate the Merger and the other transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement).

Corporate Authorization. (a) The execution, delivery and performance by each of Seller and any applicable Retained Subsidiary of the Company Transaction Documents, in each case to which it is a party, and the consummation of the transactions contemplated thereby are within its corporate or equivalent organizational powers and have been (or will be prior to execution) duly authorized by it by all necessary corporate or equivalent organizational action, including the unanimous approval of the Board of Directors of Seller. No approval of, or vote or other action by, any equityholder of Seller is required under Seller’s Organizational Documents, applicable Law or otherwise in connection with the execution and delivery by Seller of this Agreement and each Transaction Document or the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")or thereby. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding agreement of the Company Seller, enforceable against the Company Seller in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity. Each other Transaction Document shall be duly and validly executed by Seller and/or the applicable Retained Subsidiary, as applicable, at or prior to the Closing and, upon such execution and delivery by Seller and/or the applicable Retained Subsidiary, as applicable, and the due and valid execution and delivery of such Transaction Document by each other party thereto, shall constitute a legal, valid and binding obligation of Seller and/or the applicable Retained Subsidiary, as applicable, enforceable against it (or them) in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws similar Laws affecting creditors' ’ rights and remedies generally and to general principles of equity). (b) At The execution, delivery and performance by IPCo of the Transaction Documents, in each case to which it is a meeting duly called party, and held, the Board consummation of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby thereby are fair within IPCo’s limited liability company power and, prior to execution, will be duly authorized by it by all necessary limited liability company action. Each Transaction Document to which IPCo is a party will be duly and in the best interests of the Company's shareholdersvalidly executed, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (subject to its right to withdraw, modify at or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date Closing and, upon such execution and delivery by IPCo, and the due and valid execution and delivery of this Agreement)such Transaction Document by each other party thereto, shall constitute a legal, valid and binding obligation of IPCo, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity. (c) All of the equity interests of IPCo are owned beneficially and of record by BE Partner, free and clear of any Lien or restrictions on transfer other than transfer restrictions imposed thereon by Law. None of the equity interests of IPCo have been issued in violation of, or are subject to, any preemptive or subscription rights. All of the equity interests of IPCo have been duly authorized and validly issued.

Corporate Authorization. (a) The execution, delivery and performance by the Company Purchaser of this Agreement and the Additional Agreements (to which it is a party) and the consummation by the Company Purchaser of the transactions contemplated hereby and thereby are within the Company's corporate powers and, except for the approval of the Company's shareholders Purchaser. This Agreement and each of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have Additional Agreements has been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote Purchaser other than the approval of the holders of a majority of the voting power of all Shares entitled to vote thereon to approve the Merger and the Plan of Merger is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval")Purchaser Common Stockholders. This Agreement constitutes has been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and deliver by the Seller, it constitutes, and upon its execution and delivery, the Additional Agreements (to which it is a party) will constitute, a valid and legally binding agreement of the Company Purchaser, enforceable against the Company Purchaser in accordance with its terms (their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity)the Enforceability Limitations. (b) At a meeting duly called and heldThe Purchaser Board (including any required committee or subgroup thereof) has, as of the Board of Directors has Agreement Date, unanimously (i) unanimously approved the transactions contemplated by this Agreement and the Additional Agreements and the transactions contemplated hereby and thereby, including but not limited to the Proxy Statement and the filing thereof with the SEC, and such approval is sufficient so that no state antitakeover statute or similar statute or regulation applicable to the Purchaser, including the restrictions on business combinations set forth in Section 203 of the DGCL or any other “control share acquisition,” “fair price,” “moratorium” or other takeover laws or regulations is applicable to any of the transactions contemplated hereby or thereby, (ii) determined that this Agreement and the Additional Agreements and the transactions contemplated hereby and thereby are fair to and in the best interests of the Company's shareholdersPurchaser and its stockholders, (iiiii) unanimously approved, adopted and declared advisable this Agreement and determined that the transactions contemplated hereby and (iii) unanimously adopted constitutes a “Business Combination” as such term is defined in the Company Board Recommendation (subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) Existing Charter and (iv) approved and adopted an amendment to the Company Rights Agreement to render calling of the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)Purchaser Stockholder Meeting.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's ’s corporate powers and, except for the approval of the Company's shareholders of the Merger and the Plan of Merger in connection with the consummation of the Merger (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the CompanyCompany and, in each case, except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary. The Company Stockholder Approval (none of which require the affirmative vote of the holders shares of Common Stock representing more than a majority of the voting power of all Shares entitled to vote thereon to approve the Merger issued and the Plan of Merger is outstanding Common Stock) are the only vote votes or consents of the holders of any class or series of the Company's capital ’s stock necessary in connection with to approve the consummation of Investment and to consummate the Merger (the "Company Shareholder Approval")other transactions contemplated hereby. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity). The Investment Shares and the Balance Shares, if any, 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, 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 heldheld in person, the Board of Directors has (i) unanimously determined that this Agreement Agreement, the Investment, the Replacement Management Agreements and the other transactions contemplated hereby are fair to and in the best interests of the Company's shareholders, (ii) unanimously approvedapproved this Agreement, adopted and declared advisable this Agreement the Investment, the Replacement Management Agreements and the other transactions contemplated hereby and (iii) unanimously subject to Section 7.03, recommended approval of the Company Stockholder Proposal (such recommendation, the “Company Board Recommendation”) and has adopted a resolution to the foregoing effect. (c) Subject to Section 7.03, the Company Board Recommendation (subject to its right to withdraw, modify has not been rescinded or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of which amendment was provided to Parent by the Company prior to the date of this Agreement)modified in any respect.

Corporate Authorization. (a) The execution, delivery and performance by the Company Parent of this Agreement and the consummation by the Company Parent of the transactions contemplated hereby are within the Company's corporate powers of Parent and have been duly and validly approved by the Board of Directors of Parent, and no other corporate action on the part of Parent is necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement (assuming due authorization and delivery by Parent) constitutes a valid and binding obligation of Parent, and will be enforceable against Parent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership or similar laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any such proceeding may be brought. (b) The execution, delivery and performance of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of Parent Bank. The Board of Directors of Parent Bank have declared the transactions contemplated by the Bank Merger Agreement to be advisable and have directed that the Bank Merger Agreement and the transactions contemplated thereby be submitted to Parent as Parent Bank’s sole stockholder for approval and, except for the approval of the Company's shareholders of the Bank Merger and the Plan of Merger in connection with the consummation of the Merger (if required Agreement by Applicable Law)Parent as Parent Bank’s sole stockholder, have been duly authorized by all necessary no other corporate action proceedings on the part of the Company. The affirmative vote of the holders of a majority of the voting power of all Shares entitled to vote thereon Parent Bank are necessary to approve the Bank Merger Agreement and to consummate the Plan of transactions contemplated thereby. The Bank Merger is Agreement (assuming due authorization and delivery by the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger (the "Company Shareholder Approval"). This Agreement Bank) constitutes a valid and binding agreement obligation of the Company Parent Bank, and will be enforceable against the Company Parent Bank in accordance with its terms (subject to terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other moratorium, receivership or similar laws affecting the enforcement of creditors' ’ rights generally and general principles of equity). (b) At a meeting duly called and held, except that the Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests availability of the Company's shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby and (iii) unanimously adopted the Company Board Recommendation (equitable remedy of specific performance or injunctive relief is subject to its right to withdraw, modify or amend the Company Board Recommendation pursuant to Section 7.04(b)) and (iv) approved and adopted an amendment to discretion of the Company Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby (a copy of court before which amendment was provided to Parent by the Company prior to the date of this Agreement)any such proceeding may be brought.