Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. 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 power and authority and have been duly authorized by all necessary corporate action on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Company. This Agreement has been duly and validly executed and delivered by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way.

Corporate Authorization. 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 power and authority and powers and, except for any required approval by the Company's shareholders in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Companyaction. This Agreement has been duly and validly executed and delivered by the Company and, subject to obtaining the approval of the Merger by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc.'s shareholders, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting creditors’ enforcement of creditors rights generally and by general principles of equity (equitable principles, regardless of whether enforceability such enforcement is considered in a proceeding in equity or at Law)law. The Board of Directors of the Company Special Committee, (at a meeting duly called and held, ) has unanimously by the requisite vote of the directors present (ia) determined that this Agreement the Merger is advisable and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, of the Company and the Company Unaffiliated Stockholdersits stockholders, (iib) approved the Merger and declared advisable this Agreement in accordance with the provisions of Sections 302A.613 of the Minnesota Law and the Company's Articles of Incorporation and Bylaws, (c) recommended the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby to the holders of the Magic Shares and directed that the Merger and this Agreement may be submitted for consideration by the Company's shareholders at the meeting of the Company's shareholders, and (d) taken all necessary steps to render the restrictions of Sections 302A.671 of the Minnesota Law inapplicable to the Merger and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in by this Agreement, . The affirmative vote of the holders of a majority of all outstanding Magic Shares entitled to recommend that the Company Board (x) determine that vote approving this Agreement and is the transactions contemplated hereby, including only vote of the Merger, are fair to, and in holders of any class or series of the best interests of, the Company and the Company Unaffiliated Stockholders and (y) Company's capital stock necessary to approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way.

Corporate Authorization. The execution, delivery and performance by the Company Purchaser of this Agreement and the consummation by the Company Purchaser of the transactions contemplated hereby are within the Company’s corporate power and authority and have been duly and validly authorized by all necessary the Board of Directors of Purchaser. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Parent. No corporate action proceedings other than those previously taken or conducted on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval Purchaser and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company Parent are necessary to adopt approve this Agreement and or to consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Companytransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and Parent and, assuming the due and valid execution and delivery of this Agreement by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a legal, valid and binding agreement of the Company Purchaser and Parent enforceable against the Company Purchaser and Parent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcythe Enforceability Exceptions and will not (a) result in any loss, insolvencyor suspension, reorganizationlimitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation of, moratorium or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; or (b) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other similar Laws affecting creditors’ rights generally and by general principles equivalent organizational document, in each case as amended or restated, of equity (regardless of whether enforceability is considered in a proceeding in equity Parent or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company any of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any waySubsidiaries.

Corporate Authorization. The executionCompany has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery and performance by the Company of this Agreement by the Company, the performance of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate power and authority and have been duly authorized by all necessary corporate action on the part of the Company, and no other thancorporate proceeding on the part of the Company is necessary to authorize the execution and delivery of this Agreement, with respect the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby, except, in the case of the Merger (to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as extent required by the DGCL. The Company Stockholder Approval is DGCL and the only vote certificate of incorporation and bylaws of the Company), for the approval of the Merger and the adoption of this Agreement by the holders of a majority of the issued and outstanding shares of Company Stock or other capital stock of (the “Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the CompanyStockholder Approval”). This Agreement has been duly and validly executed and delivered by the CompanyAgreement, assuming due authorization, execution and delivery by Parent and Merger Sub Inc.Sub, constitutes a valid and binding agreement obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance, moratorium, receivership or other similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (collectively, the “Enforceability Exceptions”). The As of the date of this Agreement, the Company Special CommitteeBoard, at a meeting duly called and held, has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) determined that the terms of this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholdersits stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend determined that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and it is in the best interests of, of the Company and its stockholders and declared it advisable for the Company Unaffiliated Stockholders and (y) approve and declare advisable to enter into this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Mergerperform its obligations hereunder, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, terms and subject to the conditions, conditions contained herein, herein and (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, resolved to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way.

Corporate Authorization. The (a) Assuming the accuracy of Section 5.11(c), 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; (ii) 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 power and authority and have been duly and validly authorized by all necessary corporate action on the part of the CompanyCompany Board, subject to the receipt of the Required Company Stockholder Approval, and no other corporate proceedings on the part of the Company or any other stockholder (or other equityholder) vote (other than the Required Company Stockholder Approval) is 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, obtaining the Company Stockholder Approval and filing of the Certificate of Merger with the Secretary of State of the State of Delaware as and other recordings and filings required by the DGCL. The Company Stockholder Approval is DGCL with the only vote Delaware Secretary of the holders of shares of Company Stock or other capital stock of the Company necessary State) pursuant to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Company. This ’s Governing Documents, the DGCL and the rules and regulations of NYSE (as applicable); and (iii) this Agreement has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Merger Sub Inc.of this Agreement, constitutes a the legal, valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as that, in the case of subclause (iii), (x) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws, now or other similar Laws hereafter in effect, affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve the remedies of specific performance and declare advisable this Agreement injunctive and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, other forms of equitable relief may be subject to such Company Board approval equitable defenses and to the terms and conditions set forth in this Agreementdiscretion of the court before which any Proceeding therefor may be brought (collectively, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way“Enforceability Exceptions”).

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 power and authority and powers of the Company and, subject to receipt of the Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The approval of the Transactions on the terms and conditions of this Agreement by the Voting Trust, other thanas 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 outstanding Voting Trust Receipts (the “Company Stockholder Approval”) is the only approval by the Company’s stockholders necessary in connection with respect to the Merger, obtaining consummation of the Mergers under Applicable Law (including the MGCL) and the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCLOrganizational Documents. The Company Stockholder Approval is shall be duly and validly obtained in accordance with Applicable Law (including the only vote MGCL) and the Company Organizational Documents upon the execution and delivery of the holders Written Consent pursuant to the terms of shares of this Agreement, and, when delivered, the Written Consent shall constitute the irrevocable Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the CompanyStockholder Approval. This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by Parent and Merger Sub Inc., the other parties hereto) constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws laws affecting creditors’ rights generally and by remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforceability enforcement is considered sought in a proceeding at law or in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously equity) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests ofcollectively, the Company “Bankruptcy and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any wayEquity Exceptions”)).

Corporate Authorization. The execution, delivery and performance by the Company Parent of this Agreement and the consummation by the Company Parent of the transactions contemplated hereby Transactions are within the CompanyParent’s corporate power and authority powers and have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the Companypart of Parent are necessary to authorize this Agreement or to consummate the Transactions. The execution, delivery and performance of this Agreement by Merger Sub and the consummation by Merger Sub of the Merger and the Transactions are within Merger Sub’s corporate powers and have been duly authorized by all necessary corporate action on the part of Merger Sub and no other corporate proceedings on the part of Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, obtaining the Company Stockholder Approval approval and filing adoption of this Agreement by Parent as the Certificate holder of a majority of the outstanding shares of Merger with Sub Common Stock and the Secretary filing of State of the State of Delaware appropriate merger documents as required by the DGCLNevada Law). The Company Stockholder Approval is the only vote board of the holders directors of shares of Company Stock or other capital stock of the Company necessary to adopt Merger Sub has unanimously approved and declared advisable this Agreement and consummate the Merger under applicable Transactions, including the Merger, in accordance with the requirements of Nevada Law or the certificate of incorporation or bylaws and resolved to recommend to Parent that it vote in favor of the Companyadoption of this Agreement and the Transactions, including the Merger, in accordance with Nevada Law. This Agreement has been duly and validly executed and delivered by the CompanyParent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Sub Inc.the Company, constitutes a valid and binding agreement of the Company each of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar applicable Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity equity. Since incorporation, Merger Sub has not carried on any business or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable conducted any operations other than the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants obligations hereunder and agreements contained herein and the consummation matters ancillary thereto. Parent owns all of the transactions contemplated by this Agreementissued and outstanding shares of Merger Sub capital stock, including free and clear of any Liens. To the Mergerknowledge of Parent and Merger Sub, upon the terms, and subject no state takeover statute is applicable to the conditions, contained herein, (iv) directed that this Agreement be submitted to Merger or the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any wayother Transactions.

Corporate Authorization. The execution, delivery and performance by the Company Seller of this Agreement, and the Warrants, the Closing Escrow Agreement, the Certificate of Designation, the Investor Rights Agreement, and each of the other documents executed pursuant to and in connection with this Agreement (collectively, the "RELATED DOCUMENTS"), and the consummation by the Company of the transactions contemplated hereby are within and thereby (including, but not limited to, the Company’s corporate power sale and authority delivery of the Preferred Stock and the Warrants, but not including the subsequent issuance of the Conversion Shares upon conversion of the Preferred Stock and the Warrant Shares upon exercise of the Warrants) have been duly authorized by all necessary authorized, and no additional corporate or stockholder action on is required for the part approval thereof. The subsequent issuance of the CompanyConversion Shares upon conversion of the Preferred Stock and the Warrant Shares upon exercise of the Warrants will be duly authorized immediately upon the effectiveness of the 1 for 6 Split (as defined below), and other thanthan effecting the 1 for 6 Split, with respect no additional corporate or stockholder action is required for the approval thereof. The Conversion Shares and the Warrant Shares have been duly reserved for issuance by the Seller, subject to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State effectiveness of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Company1 for 6 Split. This Agreement has and the Related Documents have been or, to the extent contemplated hereby or by the Related Documents, will be duly and validly executed and delivered by and constitute the Companylegal, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company Seller, enforceable against the Company Seller in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, moratorium whether now or other similar Laws affecting creditors’ rights generally hereafter in effect, and by except as enforceability of its obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way.

Corporate Authorization. The executionCompany has all necessary corporate power and authority to enter into this Agreement and, subject to adoption of this Agreement by the affirmative vote of (a) the holders of a majority in voting power of the outstanding shares of Company Common Stock and Company Series C Preferred Stock (voting on an as converted to shares of Company Common Stock basis), voting together as a single class (the “Common Stockholder Approval”), and (b) the holders of a majority of the outstanding shares of Company Series C Preferred Stock (the “Preferred Stockholder Approval”), to consummate the Transactions. The Special Committee has unanimously duly adopted resolutions (i) determining that the terms of this Agreement and the Transactions are fair to and in the best interests of the Company and the holders of capital stock of the Company (other than the holders of Excluded Shares), (ii) recommended to the Company Board that the Company Board adopt resolutions approving, adopting and declaring advisable this Agreement and the Transactions and (iii) providing for the Special Committee Recommendation. The Company Board has duly adopted resolutions (i) determining that the terms of this Agreement and the Transactions are fair to and in the best interests of the Company and the holders of capital stock of the Company (other than the holders of Excluded Shares), (ii) approving and declaring advisable this Agreement and the Transactions and (iii) providing for the Company Board Recommendation. The execution and 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 power and authority and Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Company. This Agreement has been duly and validly executed and delivered by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation obtainment of the Requisite Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any wayVote.

Corporate Authorization. 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 has all necessary corporate power and authority and have been duly authorized by all necessary corporate action on to enter into this Agreement and, subject to the part receipt of the CompanyStockholder Approvals, to consummate the Equity Investment, the Cash Dividend and the other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required transactions contemplated by the DGCLthis Agreement. The Company Stockholder Approval is the only vote Board of the holders of shares of Company Stock or other capital stock Directors of the Company necessary to adopt has unanimously (i) approved and declared advisable this Agreement, the Fifth A&R Certificate of Incorporation, the A&R Bylaws, the Equity Investment, the Cash Dividend and the other transactions contemplated by this Agreement, (ii) declared that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and to consummate the Merger under applicable Law or Equity Investment, the certificate of incorporation or bylaws Cash Dividend and the other transactions contemplated by this Agreement, on the terms and subject to the conditions set forth in this Agreement, and (iii) recommended to the stockholders of the CompanyCompany that they vote in favor of the approval of (A) the Equity Investment and all of the other transactions contemplated by this Agreement, (B) the Fifth A&R Certificate of Incorporation (including the Reverse Split contemplated by the Fifth A&R Certificate of Incorporation) and (C) any equity incentive plan proposed by the Principal Investor pursuant to this Agreement prior to the mailing of the definitive Proxy Statement. This Agreement has been duly and validly executed and delivered by the Company, assuming due authorization, execution Company and delivery by Parent and Merger Sub Inc., constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Laws laws of general applicability relating to or affecting creditors’ rights generally creditor’s rights, and by to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Lawequitable principles). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and Stockholder Approvals are the transactions contemplated hereby, including only votes of the Merger, are fair to, and in the best interests of, holders of any class or series of capital stock of the Company required to approve and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in adopt this Agreement, the Fifth A&R Certificate of Incorporation (including the Reverse Split contemplated by the Fifth A&R Certificate of Incorporation), the A&R Bylaws, the Equity Investment and the other transactions contemplated by this Agreement. Prior to recommend that the execution of the Voting and Support Agreement, the Board of Directors of the Company Board (x) determine that this Agreement approved the Voting and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Support Agreement and the transactions contemplated by this the Voting and Support Agreement, including . Prior to the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this AgreementClosing, the Board of Directors of the Company Board direct that this Agreement be submitted to will approve the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Stockholders Agreement and the transactions contemplated by this the Stockholders Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way.

Corporate Authorization. (a) Alleghany has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby subject to obtaining the Alleghany Requisite Stockholder Vote. The execution, delivery and performance by the Company Alleghany of this Agreement and the consummation by the Company Alleghany of the transactions to which it is a party contemplated hereby are within the Company’s corporate power and authority and have been duly authorized by all necessary corporate action on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Company. This Agreement has been duly and validly executed authorized and delivered approved by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)Alleghany Board. The Company Special CommitteeAlleghany Board has, at a meeting by resolutions duly called and heldadopted, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, hereby are fair to, and in the best interests ofof Alleghany and its stockholders, the Company and the Company Unaffiliated Stockholders, (ii) has approved and declared advisable adopted this Agreement and the transactions contemplated hereby, including plan of merger herein providing for the Merger, (iii) resolved, upon the terms and subject to the terms and conditions set forth in this Agreementherein, to recommend that approved the Company Board (x) determine that execution, delivery and performance by Alleghany of this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions to which it is a party contemplated by this Agreement, including the Mergerhereby, upon the terms, terms and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption conditions set forth herein and approval and (v) has resolved, subject to the terms and conditions set forth in this AgreementSection 5.5, to make recommend approval of each of the Company matters constituting the Alleghany Requisite Stockholder Vote by the stockholders of Alleghany (such recommendation, the “Alleghany Board Recommendation. Each ”) and that such matters and recommendation be submitted for consideration at a duly held meeting of the Support Agreements is stockholders of Alleghany for a vote for such purposes (the “Alleghany Stockholders Meeting”). Except for the approval of the Stock Issuance by the affirmative vote of the holders of a majority of the shares of Alleghany Common Stock represented in full force and effect and has not been rescindedperson or by proxy at the Alleghany Stockholders Meeting, modified as required by Section 312.03 of the NYSE Listed Company Manual (the “Alleghany Requisite Stockholder Vote”), no other corporate proceedings on the part of Alleghany or withdrawn in any wayother vote by the holders of any class or series of capital stock of Alleghany are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (except for the filing of the Certificate of Merger as required by applicable Law).

Corporate Authorization. (a) Transatlantic has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby subject to obtaining the Transatlantic Requisite Stockholder Vote. The execution, delivery and performance by the Company Transatlantic of this Agreement and the consummation by the Company Transatlantic of the transactions to which it is a party contemplated hereby are within the Company’s corporate power and authority and have been duly authorized by all necessary corporate action on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Company. This Agreement has been duly and validly executed authorized and delivered approved by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)Transatlantic Board. The Company Special CommitteeTransatlantic Board has, at a meeting by resolutions duly called and heldadopted, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, hereby are fair to, and in the best interests ofof Transatlantic and its stockholders, the Company and the Company Unaffiliated Stockholders, (ii) has approved and declared advisable adopted this Agreement and the transactions contemplated hereby, including plan of merger herein providing for the Merger, (iii) resolved, upon the terms and subject to the terms and conditions set forth in this Agreementherein, to recommend that approved the Company Board (x) determine that execution, delivery and performance by Transatlantic of this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions to which it is a party contemplated by this Agreement, including the Mergerhereby, upon the terms, terms and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption conditions set forth herein and approval and (v) has resolved, subject to the terms and conditions set forth in this AgreementSection 5.5, to make recommend approval of each of the Company matters constituting the Transatlantic Requisite Stockholder Vote by the stockholders of Transatlantic (such recommendation, the “Transatlantic Board Recommendation. Each ”) and that such matters and recommendation be submitted for consideration at a duly held meeting of the Support Agreements is stockholders of Transatlantic for a vote for such purposes (the “Transatlantic Stockholders Meeting”). Except solely in full force and effect and has not been rescindedthe case of the Merger, modified for the adoption of this Agreement by the affirmative vote of the holders of a majority of the shares of Transatlantic Common Stock (the “Transatlantic Requisite Stockholder Vote”), no other corporate proceedings on the part of Transatlantic or withdrawn in any wayother vote by the holders of any class or series of capital stock of Transatlantic are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (except for the filing of the Certificate of Merger as required by applicable Law).

Corporate Authorization. The execution, delivery Each of Matrix and performance by 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 hereby. The execution and delivery of this Agreement by Matrix and the Company, the performance of their respective obligations hereunder and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate power and authority and have been duly authorized by all necessary corporate action on the part of Matrix and the Company, and no other than, with respect to corporate proceeding on the Merger, obtaining part of Matrix or the Company Stockholder Approval is necessary to authorize the execution and filing delivery of this Agreement, the Certificate performance by Matrix and the Company of Merger with their respective obligations hereunder and the Secretary of State consummation by Matrix and the Company of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Companytransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the CompanyAgreement, assuming due authorization, execution and delivery by Parent and Merger Sub Inc.Parent, constitutes a valid and binding agreement obligation of Matrix and the Company enforceable against Matrix and the Company Company, respectively, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance, moratorium, receivership or other similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding Proceeding in equity or at Law) (collectively, the “Enforceability Exceptions”). The As of the date of this Agreement, each of the Matrix Board and the Company Special CommitteeBoard, at a meeting meetings duly called and held, has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) determined that the terms of this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Matrix or the Company Company, as applicable, and the Company Unaffiliated Stockholderstheir respective shareholder or shareholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend determined that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and it is in the best interests ofof Matrix or the Company, as applicable, and their respective shareholder or shareholders and declared it advisable for Matrix or the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable Company, as applicable, to enter into this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Mergerperform its obligations hereunder, (iii) approved and declared advisable the execution and delivery by Matrix or the Company Company, as applicable, of this Agreement, the performance by Matrix or the Company Company, as applicable, of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, terms and subject to the conditions, conditions contained herein, herein and (iv) directed that with respect to the Company Board, has resolved to recommend to Matrix, as its sole shareholder, to adopt and approve this Agreement be submitted to and the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any waytransactions contemplated hereby.

Corporate Authorization. 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, to perform its obligations hereunder and thereunder and to consummate the Transactions. Except as set forth in Section 5.02 of the written disclosure schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), 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 power powers of Parent and authority Merger Co. and 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 Sub, which will be obtained prior to the Effective Time) under Parent's and Merger Co.'s certificates or articles of incorporation and bylaws and applicable provisions of Delaware and North Carolina Law (including the receipt of approval by the holders of a majority of the Companyoutstanding shares of the Parent Series A Preferred Stock of the creation and issuance of the Parent Series B Preferred Stock (the "Series A Consent")), other than, with respect to than the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware North Carolina of the articles of merger as required by the DGCLNorth Carolina Law. The Company Stockholder Approval is Board of Directors of Parent has approved, and recommended to the only vote Parent stockholders the adoption of, the Restated Certificate of the holders of shares of Company Stock Incorporation attached as Exhibit G hereto, and such approval and recommendation have not been rescinded or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Companyrevoked. This Agreement has been duly and validly executed and delivered by the Company, assuming due authorization, execution and delivery by each of Parent and Merger Sub Inc.Co. and the other Transaction Agreements and the Warrants will 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 will 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 and the Warrants when executed and delivered prior to the Effective Time will 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 their respective terms, except as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and for limitations imposed by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any wayequity.

Corporate Authorization. The executionCompany has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized, and this Agreement has been approved by the Board of Directors of the Company, and no other corporate proceeding on the part of the Company, other than the approval of the Company’s stockholders described in Section 3.18, is necessary to authorize the execution and delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate power and authority and have been duly authorized by all necessary corporate action on the part hereby. As of the Companydate hereof, other than, with respect to the Merger, obtaining Board of Directors of the Company Stockholder Approval has, by resolutions duly adopted at a meeting duly called and filing the Certificate of Merger with the Secretary of State held, which resolutions have not been rescinded, modified or withdrawn as of the State time of Delaware as required the execution and delivery of this Agreement, by the DGCL. The Company Stockholder Approval is the only unanimous vote of those directors present and voting (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, and has resolved, subject to Section 6.7, to recommend adoption of this Agreement to the holders of shares of Shares (the “Company Stock or other capital stock of the Company necessary to adopt Board Recommendation”), and (ii) directed that this Agreement be submitted to the holders of Shares for their adoption at a stockholders’ meeting duly called and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Companyheld for such purpose. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, assuming due authorization, execution that this Agreement constitutes a valid and delivery by binding obligation of Parent and Merger Sub Inc.Purchaser, constitutes a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Lawlaw). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way.

Corporate Authorization. (a) The Company has the corporate power and authority to execute and deliver this Agreement and, subject to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Stockholder Vote”) if the holdings of the Company Common Stock do not meet the threshold required by Section 253 of the DGCL, to consummate the Offers and the Merger and the other transactions contemplated 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 Offers and the Merger and the other transactions contemplated hereby are within the Company’s corporate power and authority and have been duly and validly authorized by all necessary the Company Board. Except for the adoption of this Agreement by the Requisite Stockholder Vote in the event the holdings of the Shares do not meet the threshold required by Section 253 of the DGCL, no other corporate action proceedings on the part of the Company, Company are necessary to approve this Agreement or to consummate the Offers and the Merger or the other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCLtransactions contemplated hereby. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Company. This Agreement has been duly and validly executed and delivered by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, Board at a duly held meeting duly called and held, has unanimously (i) determined that it is in the best interests of the Company and its stockholders (other than holders of Shares that are Affiliates of the Buyer), and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, are fair to, Offers and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iviii) resolved to recommend that, subject to such Company Board approval and that the terms and conditions set forth in this Agreement, stockholders of the Company Board direct that tender their Shares in the Offers or otherwise approve the adoption of this Agreement be submitted and directed that to the holders of Company Stock for their adoption and approval and recommend that extent required by the holders of Company Stock approve and adopt DGCL, this Agreement and the Merger be submitted for consideration by the stockholders of the Company at the Stockholders’ Meeting, and in each case such action of the Company Board has not been amended, rescinded or modified. The action taken by the Company Board constitutes approval of the Offers, the Merger and the other transactions contemplated by this Agreement, including Agreement under the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation provisions of Section 203 of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair toDGCL, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject no other state takeover statute is applicable to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any waysuch transactions.

Corporate Authorization. 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 power powers and, except for the Company Stockholder Approval (if required under applicable Law in order to permit the consummation of the Merger) and authority the filing and recordation of the Certificate of Merger in accordance with the DGCL, have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the CompanyCompany are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The Company Board at a meeting duly called and held on or prior to the date hereof, other thanhas, with respect to by unanimous vote (a) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, obtaining are in the best interests of the Company Stockholder Approval Stockholders, (b) approved and filing adopted this Agreement and the Certificate of Merger transactions contemplated hereby, including the Offer and the Merger, in accordance with the Secretary of State requirements of the State of Delaware as required by DGCL, (c) declared that this Agreement is advisable, (d) resolved to recommend that the DGCL. The Company Stockholder Approval is Stockholders accept the only vote of the holders of Offer and exchange their shares of Company Common Stock or other capital stock pursuant to the Offer and, if required under applicable Law in order to permit the consummation of the Merger, vote their shares of Company necessary to adopt Common Stock in favor of the adoption of this Agreement and consummate the transactions contemplated hereby (the unanimous recommendations referred to in this clause (d), subject to the proviso regarding unanimity in Section 1.2(a) are collectively referred to in this Agreement as the “Recommendations”), and (e) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or other similar Law that might otherwise apply to the Offer, the Merger under applicable Law or the certificate of incorporation or bylaws any of the Companytransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, assuming due authorization, execution that this Agreement constitutes the valid and delivery by binding obligation of Parent and Merger Sub Inc.Sub, constitutes a the legal, valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way.

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 Merger and the other transactions contemplated hereby are within by this Agreement, subject to obtaining the Company’s corporate power and authority and Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company, other than, with respect . Subject to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State accuracy of the State of Delaware as required by the DGCL. The Company Stockholder Approval is representations and warranties in Section 5.10, the only vote of the holders of shares any class of Company Stock or other 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 Applicable Law, the Company Governing Documents or otherwise) is adoption and approval of this Agreement by the certificate affirmative vote of incorporation or bylaws a majority of the Companyoutstanding shares of Company Common Stock, voting as a single class (such vote, the “Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub Inc.Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar Laws Applicable Law affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Lawthe “Bankruptcy and Equity Exception”). (b) The Company Special CommitteeBoard, at a meeting duly called and held, has unanimously (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company and the stockholders of the Company, (ii) approved 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 fair to, not and in will not be subject to the best interests of, restrictions on “business combinations” under the Company and provision of Section 203 of the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the MergerDGCL, (iii) resolvedauthorized and approved the execution, subject to the terms delivery and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery performance by the Company of this Agreement, the performance by the Company of its covenants Agreement and agreements contained herein and the consummation of the Merger and other transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained hereinhereby, (iv) subject to Section 6.03, determined to recommend that the stockholders of the Company approve the Merger and adopt this Agreement (the “Board Recommendation”), and (v) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each a vote of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way.Company’s stockholders. Section 4.03

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 power and authority and 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 affirmative vote of the Companyholders of a majority of Parent Ordinary Shares present and voting (whether in person or by proxy) in favor of (A) the approval of the issuance of Parent Ordinary Shares in connection with the Merger and (B) any other resolutions required by Law, Parent's articles of association or the rules and regulations of the UKLA or other thanlisting authority, with respect including but not limited to the Mergerapproval of the transactions contemplated by this Agreement, being a class 1 transaction for the purposes of the UK Listing Rules (the "Parent Stockholder Approval"), (ii) obtaining the Company Stockholder Approval 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 as required by Delaware, no other corporate action or proceeding on the DGCL. The Company Stockholder Approval part of Parent or Sub is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt authorize the execution, delivery and performance by Parent of this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws consummation by it of the Companytransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the CompanyParent and Sub and, assuming due authorization, execution and delivery of this Agreement by Parent and Merger Sub Inc.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, except as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally the Bankruptcy and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any wayEquity Exception.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement Agreement, other agreements contemplated hereby (the "Ancillary Agreements") to which the Company is a party (the "Company Ancillary Agreements") and the consummation by the Company of the transactions contemplated hereby and thereby are within the Company’s 's corporate power and authority and powers and, except for any required approval by the Company's stockholders in accordance with DGCL (the "Company Stockholder Approval") in connection with the consummation of the Merger, have been duly authorized by all necessary corporate action on the part action. The affirmative vote of holders of the Company, other than, with respect to the Merger, obtaining the outstanding shares of Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State Common Stock having votes representing a majority of the State votes of Delaware all such outstanding capital stock, voting together as required by a single class, in favor of the DGCL. The Company Stockholder Approval approval and adoption of this Agreement and the Merger is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws any of the Company's capital stock necessary in connection with consummation of the Merger. This Agreement has been duly and validly executed and delivered by the Company, assuming Assuming due authorization, execution and delivery of this Agreement, the Ancillary Agreements to which Parent and/or Merger Subsidiary is a party (the "Parent Ancillary Agreements") by Parent and Merger Sub Inc.Subsidiary, as applicable, each of this Agreement and the Company Ancillary Agreements constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or other similar Laws affecting creditors’ rights generally ' rights, and by to general principles equity principles. (b) The Company's Board of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special CommitteeDirectors, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, hereby (including the Merger) are advisable, are fair to, to and in the best interests of, of the Company and the Company Unaffiliated StockholdersCompany's stockholders, (ii) approved and declared advisable adopted this Agreement and the transactions contemplated hereby, hereby (including the Merger), and (iii) resolved, subject to the terms and conditions set forth in this Agreement, resolved to recommend that the Company Board (x) determine that stockholders vote for the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any waySection 3.3.

Corporate Authorization. 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 CompanyBuyer’s or Buyer Parent’s (or such Affiliate’s), as applicable, corporate power and authority (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, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate approval of Merger with the Secretary of State any holder of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of (or any other economic interest in) Buyer, Buyer Parent or any of their respective Subsidiaries under Applicable Law, their respective organizational documents, the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws listing rules of the CompanyNYSE or otherwise. This Agreement has been duly and validly executed and delivered by Assuming the Company, assuming due authorization, execution and delivery of this Agreement and the Ancillary Agreements by Seller (or, in the case of the 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 their respective Affiliates is a party when executed and Merger Sub Inc.delivered will constitute, constitutes 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, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any wayEnforceability Exceptions.

Corporate Authorization. (a) The executionCompany has full corporate power and authority to execute and deliver this Agreement and to consummate the Contemplated Transactions. At a meeting duly called and held, delivery and performance by the Company of Board unanimously determined that this Agreement and the consummation Contemplated Transactions are in the best interests of the Company and the Company Stockholders, unanimously approved this Agreement and the Contemplated Transactions, and unanimously recommended that the Company Stockholders approve the Company Stockholder Proposal (such recommendation, the “Company Board Recommendation”), and adopted a resolution to the foregoing effect. As of the date hereof, the Company Board Recommendation has not been rescinded or modified in any respect. Except for (i) the approval and adoption of the Replacement Advisory Agreement by the Company affirmative vote of the transactions contemplated hereby are within holders of the Company’s lesser of (1) 67% or more of the shares present at the Company Stockholder Meeting entitled to vote at such meeting and (2) a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) and (ii) determinations to be made by the Board in connection with the determination of the Purchase Price in accordance with Section 2.02, no other corporate power and authority and have been duly authorized by all necessary corporate action proceedings on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company are necessary to adopt approve this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the CompanyContemplated Transactions. This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by Parent and Merger Sub Inc., Buyer) constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law“Bankruptcy Exceptions”). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way).

Corporate Authorization. The execution, delivery and performance by the Company Tundra of this Agreement and the consummation by the Company Tundra of the transactions contemplated hereby are within the CompanyTundra’s corporate power and authority powers and have been duly authorized by all necessary the Tundra Board of Directors and no other corporate action proceedings on the part of Tundra are necessary to authorize this Agreement or to authorize the Company, transactions contemplated hereby other than, with respect to than the Merger, obtaining approval by the Company Stockholder Approval and filing the Certificate Tundra Board of Merger with the Secretary of State Directors of the State of Delaware as Tundra Circular and the approval by the Tundra Shareholders in the manner required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the CompanyLaws. This Agreement has been duly and validly executed and delivered by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company Tundra, enforceable against the Company Tundra in accordance with its terms, except as subject to the qualification that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general application relating to or affecting creditors’ rights generally of creditors and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)that equitable remedies, including specific performance, are discretionary and may not be ordered. The Company Special Committee, at a meeting duly called and held, Tundra Board of Directors has unanimously (i) determined that this Agreement the Consideration per Tundra Share to be received by the holders of such shares pursuant to the Arrangement is fair and that the Arrangement and the transactions contemplated hereby, including the Merger, other Transactions are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholdersof Tundra, (ii) approved resolved to unanimously recommend (subject to the abstention of Xx. Xxxxxxx on account of him also being a director of Gennum) that the Tundra Shareholders vote in favour of the Arrangement Resolution, and declared advisable this Agreement such determinations and the transactions contemplated herebyresolutions are effective and unamended, including the Merger, and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend directed that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement Arrangement Resolution be submitted to a vote of Tundra Shareholders at the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the MergerMeeting. The Company Board, at a meeting duly called and held and upon receipt and recommendation All of the Company Special Committee, has unanimously (i) determined directors of Tundra have advised Tundra that this Agreement they intend to vote or cause to be voted all Tundra Shares beneficially held by them in favour of the Arrangement Resolution and the transactions contemplated hereby, including the Merger, are fair to, and Tundra shall make a statement to that effect in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any wayTundra Circular.

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 the Company Parent of the transactions to which it is a party contemplated hereby are within the Company’s corporate power and authority and have been duly authorized by all necessary corporate action on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Company. This Agreement has been duly and validly executed authorized and delivered approved by the Company, assuming due authorization, execution and delivery by board of directors of Parent and Merger Sub Inc., constitutes a valid and binding agreement of (the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law“Parent Board”). The Company Special CommitteeParent Board has, at a meeting by resolutions duly called and heldadopted, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the MergerMergers, are fair to, and in the best interests of, the Company of Parent and the Company Unaffiliated Stockholdersits stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by adopted this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the MergerMergers, (iii) approved the execution, delivery and declared advisable the execution and delivery performance by the Company Parent of this Agreement, the performance by the Company of its covenants and agreements contained herein Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the termshereby, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to recommended approval by the stockholders of Parent of the issuance by Parent of Parent Shares as consideration hereunder (the “Stock Issuance”). Except for the approval of the Stock Issuance by the written consent of the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each a majority of the Support Agreements is outstanding Parent Shares (the “Parent Stockholder Approval”), no other corporate proceedings on the part of Parent or any other vote by the holders of any class or series of capital stock of Parent are necessary to approve or adopt this Agreement or to consummate the 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 the legal, valid and binding obligation of Parent, enforceable against Parent in full force accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and effect and has not been rescinded, modified by general principles of equity (regardless of whether considered in a proceeding in equity or withdrawn in any wayat law).

Corporate Authorization. The execution, delivery and performance by the Company Issuer of this Agreement and the other agreements and instruments contemplated hereby, and the consummation by the Company of the transactions contemplated hereby and thereby are within the Company’s its corporate power and authority powers and have been duly authorized by all necessary corporate action on the part action, including, without limitation, approval by its Board of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCLDirectors. The Company Stockholder Approval is the only vote execution, delivery and performance by Issuer of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or other agreements and instruments contemplated hereby, and the certificate of incorporation or bylaws consummation of the Companytransactions contemplated hereby and thereby do not require the approval of the stockholders of Issuer. This Agreement has been duly and validly constitutes and, when executed and delivered by in accordance with its terms, the Companyother agreements and instruments contemplated hereby will constitute, assuming due authorizationa legal, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company Issuer, enforceable against the Company Issuer in accordance with its terms, except (i) as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and generally, (ii) for limitations imposed by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolvedthat rights to indemnity may be limited by federal and state securities laws and public policy considerations. The Common Stock, subject Preferred Stock and Warrants issued to the terms Purchaser, when issued and conditions set forth delivered in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and accordance with the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, will be validly issued and outstanding, fully paid and nonassessable, and free and clear of any Liens and good and valid title to the performance by the Company Securities will pass to Purchaser at such time. The shares of its covenants and agreements contained herein and the consummation Common Stock issuable upon conversion of the transactions contemplated by Preferred Stock and exercise of the Warrants will, when issued, be validly issued and outstanding, fully paid and nonassessable, and free and clear of any Liens and good and valid title to the Securities will pass to Purchaser at such time. Other than pursuant to this Agreement, Agreement (including the MergerExhibits attached hereto), upon the terms, and Securities are not subject to the conditionsany voting trust agreement, contained herein, (iv) directed that this Agreement be submitted commitment or understanding to which Issuer is a party restricting or otherwise relating to the holders of Company Stock for their adoption and approval and (v) resolvedvoting, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each dividend rights or disposition of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any waySecurities.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is, or is specified to be, a party, and the consummation by the Company of the transactions contemplated hereby and thereby, are within the Company’s corporate power and authority powers and have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of (i) the Requisite Stockholder Majority and (ii) the holders of a majority of the outstanding shares of Company Stock, other thanvoting as a single class, are the only votes of the holders of any of the Company’s capital stock necessary in connection with respect to the Mergerconsummation of the Merger (collectively, obtaining the “Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCLApprovals”). The Company Stockholder Approval is the only vote Approvals have been duly and validly obtained by virtue of the holders Consents delivered on the date hereof by each of the Sponsors, whose collective holdings of Company Stock represent the Requisite Stockholder Majority and a majority of the outstanding shares of Company Stock as of the date hereof. Section 4.02 of the Company Disclosure Schedule sets forth a true, accurate and complete list, as of the date hereof, of the number and class of shares of Company Stock or other capital stock of Stock, each Stockholder owning such shares, and the percentage equity ownership in the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws such Stockholder that is represented by such number of the Companyshares. This Agreement has been duly and validly executed and delivered by the Company, assuming Assuming due authorization, execution and delivery by Parent and Merger Sub Inc.Buyer, this Agreement constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws from time to time in effect affecting generally the enforcement of creditors’ rights generally and by general principles of equity remedies (regardless of whether enforceability is considered in a proceeding in equity or at Lawthe “Enforceability Exceptions”). The Company Special CommitteeAssuming due authorization, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by each other party thereto, each other Transaction Document to which the Company of this Agreementis, the performance by the Company of its covenants or will be, a party, shall upon full execution thereof and agreements contained herein and the consummation as of the transactions contemplated by this AgreementEffective Time constitute a valid and binding agreement of the Company, including the Merger, upon the terms, and subject except to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each extent of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any wayEnforceability Exceptions.

Corporate Authorization. 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 power and authority and 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, other thanand (ii) determined to be fair to, with respect to advisable and in the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State best interests of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock stockholders of the Company necessary to (other than GEI) by the Independent Committee and the Company’s Board of Directors. The Independent Committee and the Board of Directors have each recommended that the stockholders of the Company adopt this Agreement and consummate approve the Merger under applicable Merger. No corporate proceedings on the part of the Company are necessary, as a matter of Law or otherwise, for the certificate of incorporation or bylaws consummation of the transactions contemplated hereby, other than the approval of this Agreement by the Company’s stockholders at the Company Stockholders Meeting. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub Inc.Sub, constitutes is a valid and binding agreement of the Company enforceable against the Company it in accordance with its terms, except as such enforceability to the extent that the enforcement thereof may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws affecting creditors’ now or hereafter in effect relating to creditor’s rights generally and by generally, (ii) general principles of equity (regardless of whether enforceability such enforcement is considered in a proceeding at law or in equity or at Law). The Company Special Committee, at a meeting duly called equity) and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation discretion of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement Governmental Authority before which any enforcement proceeding therefor may be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any waybrought.

Corporate Authorization. The Company has all requisite power and authority, and has taken all corporate action necessary, for the execution, delivery and performance by the Company of this the Arrangement Agreement and the consummation by the Company of the transactions contemplated hereby are within by the Company’s corporate power and authority and have Arrangement Agreement. The Arrangement Agreement has been duly authorized authorized, executed and delivered by all necessary the Company and no other corporate action proceedings on the part of the Company, Company are necessary to authorize the Arrangement Agreement or the transactions contemplated hereby other than, than in connection with respect to the Merger, obtaining approval by the Board of the Company Stockholder Approval Circular and filing the Certificate of Merger with approval by the Secretary of State of Maple Shareholders in the State of Delaware as manner required by the DGCLInterim Order and applicable Laws and approval by the Court. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Arrangement Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Company. This Agreement has been duly and validly executed and delivered by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as subject to the qualification that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general application relating to or affecting creditors’ rights generally of creditors and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)that equitable remedies, including specific performance, are discretionary and may not be ordered. The Company Special Committee, at a meeting duly called and held, Board has unanimously (i) determined that this Agreement approved the Arrangement and the other transactions contemplated herebyherein and authorized the entering into of this Arrangement Agreement, including the Merger, are fair toexecution hereof, and the performance of the provisions hereof by the Company; (ii) determined, based in part on the Fairness Opinion, that the Arrangement is fair to the Maple Shareholders and that the Arrangement is in the best interests of, interest of the Company Company; and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend recommended that the Company Maple Shareholders vote in favour of the Arrangement Resolution. Each member of the Board (x) determine that this Agreement has indicated his or her intention to vote all of his or her Maple Shares in favour of the Arrangement Resolution and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend has agreed that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery press release to be issued by the Company announcing the Arrangement may reference such statement of this Agreement, intention and that references to such intention may be made in the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any wayInformation Circular.

Corporate Authorization. The executionBorrower and Corporate Guarantor have the corporate power to execute, delivery deliver, and performance by carry out the Company terms and provisions of this Agreement and the consummation other Documents to which it is a party and has taken all necessary corporate and legal action with respect thereto (including, without limitation, obtaining any consent of stockholders required by the Company law or its Articles of the transactions contemplated hereby are within the Company’s corporate power Incorporation or By-Laws), and authority this Agreement and such other Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Companyauthorized, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Company. This Agreement has been duly and validly executed and delivered by the Companyit and constitute its valid, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid legal and binding agreement of the Company enforceable against the Company and obligation in accordance with its the terms thereof and Lender is entitled to the benefits thereof in accordance with such terms, except as . 2.4 Financial Statements There have been furnished to Lender financial state-ments of Borrower and Corporate Guarantor described or referred to in SCHEDULE "H" attached hereto and made a part hereof. Each such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated herebyfinancial statement, including the Mergercomments and notes contained therein, are fair tofairly presents the financial position of the entity or business to which such statement applies at the date thereof and the results of its operations for the period purported to be covered thereby. Each such financial statement has been prepared in con-formity with Generally Accepted Accounting Principles applied on a consistent basis throughout all periods involved, and subject, in the best interests ofcase of unaudited statements, to normal year-end audit adjustments. 2.5 Indebtedness Neither the Company Borrower nor the Corporate Guarantor has any material outstanding indebtedness except for liabilities reflected in said financial statements and liabilities incurred since the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and date thereof to trade creditors in the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions ordinary course of business and/or except as described or set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement SCHEDULE "I" attached and the transactions contemplated hereby, including the Merger, are fair to, made a part hereof and in the best interests of, the Company has performed and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and complied with all of the terms of such Indebtedness and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption all instruments and approval agreements relating thereto and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation no default exists as of the Company Special Committeedate hereof nor does there exist any state of facts which would after notice or lapse of time, has unanimously (i) determined that this Agreement and the transactions contemplated herebyor both, including the Mergerconstitute a default under or with respect to any such Indebtedness, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendationinstruments or agreements. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way.2.6

Corporate Authorization. The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within by this Agreement, except for obtaining the Company’s corporate power and authority and Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares any class of Company Stock or other 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 or Applicable Law, the certificate of incorporation or bylaws of the CompanyCompany or otherwise) is adoption and approval of this Agreement by the affirmative vote of a majority of the outstanding shares of Company Common Stock, voting as a single class (such vote, the “Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar Laws Applicable Law affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)equity. The Company Special Committee, at At a meeting duly called and held, has unanimously prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor (other than the Rollover Investor, who was present but abstained from voting), the Company Board (acting upon the recommendation of the Special Committee) duly adopted resolutions (i) determined declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approving the Merger and the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including consummation of the Merger, are fair to(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, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated herebyhereby and thereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend thatthe extent applicable, subject to such Company Board approval and directing that the terms and conditions set forth in adoption of this Agreement, the Company Board direct that Merger and the other transactions contemplated by this Agreement be submitted to a vote of the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation stockholders of the Company Special Committee, has unanimously (i) determined that this Agreement and at the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval Stockholder Meeting and (v) resolved, subject recommending adoption and approval of this Agreement to the terms and conditions set forth in this Agreement, to make stockholders of the Company (the “Board Recommendation”). Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way.Section 4.03

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 power and authority and have been duly authorized by all necessary corporate action on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval have been (i) duly and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required validly authorized and adopted by the DGCL. The Company Stockholder Approval is the only unanimous vote of the holders Special Committee and by the unanimous vote of shares the Company's Board of Company Stock or other capital stock Directors, and (ii) determined to be fair to, advisable and in the best interests of the stockholders of the Company necessary to (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 consummate approve the Merger under applicable Law or Merger. No corporate proceedings on the certificate of incorporation or bylaws part of the Company are necessary, as a matter of law or otherwise, for the consummation of the transactions contemplated hereby, other than the approval of this Agreement by the Company's stockholders at the Company Stockholders Meeting. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub Inc.MergerSub, constitutes is a valid and binding agreement of the Company enforceable against the Company it in accordance with its terms, except as such enforceability to the extent that the enforcement thereof may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws affecting creditors’ laws now or hereafter in effect relating to creditor's rights generally and by generally, (ii) general principles of equity (regardless of whether enforceability such enforcement is considered in a proceeding at law or in equity or at Law). The Company Special Committee, at a meeting duly called equity) and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation discretion of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement court before which any enforcement proceeding therefor may be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any waybrought.

Corporate Authorization. The execution, delivery and performance ----------------------- by the Shareholder, Xxxxxx and the Company of this Agreement and any other agreements contemplated herein to which the consummation by Shareholder, Xxxxxx or the Company of the transactions contemplated hereby are within the Company’s corporate power and authority and is a party have been duly authorized and approved by all necessary requisite corporate and other action on the part of the Shareholder, Xxxxxx and the Company, and no other than, with respect to corporate or other approval or authorization is required on the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State part of the State Shareholder, Xxxxxx and the rSP Companies, any trustee or any other person by law or otherwise in order to make this Agreement the valid, binding and enforceable obligations of Delaware as required by the DGCLShareholder, Xxxxxx and the Company, respectively. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws authorized officers of the Company. This Agreement has been duly , Xxxxxx and validly executed the Shareholder named on Exhibit 4.01(b)(2) are jointly and delivered severally authorized and empowered by the Company, assuming due authorization, execution Xxxxxx and delivery by Parent the Shareholder to execute and Merger Sub Inc., constitutes a valid deliver this Agreement and binding any other agreement or instrument contemplated hereby in the name and on behalf of the Company, Xxxxxx and the Shareholder. This Agreement and any other agreements contemplated herein to which the Shareholder, Xxxxxx or the Company are a party is the valid, binding and enforceable obligation of the Shareholder, Xxxxxx and the Company, enforceable against the Shareholder, Xxxxxx and the Company in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar Laws laws relating to, or affecting generally the enforcement of creditors’ ' rights generally and remedies or by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity general application and except that rights to indemnification and contribution may be limited by federal or at Law)state securities laws or public policy relating thereto. The Company Special Committeeexecution, at a meeting duly called delivery and held, has unanimously (i) determined that performance of this Agreement and any other agreements contemplated herein to which the Shareholder, Xxxxxx or the Company is a party and the transactions contemplated herebyhereby and thereby (which, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company purposes of this Agreement, shall include the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject transfer to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way.Shareholder by Xxxxxx of

Corporate Authorization. The execution, Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery and performance by the Company of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate power and authority and hereby, have been duly authorized by all necessary corporate action on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State each of the State of Delaware as Subsidiaries and no further corporate action is required by on the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock part of the Company necessary or any of the Subsidiaries to adopt authorize the execution and delivery of this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Companytransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, assuming . Assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub Inc.the other Parties hereto, this Agreement constitutes a the valid and binding agreement obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcythe Laws of general application relating to bankruptcy and insolvency and the relief of debtors and to rules of Law governing specific performance, insolvency, reorganization, moratorium injunctive relief or other similar Laws affecting creditors’ rights generally equitable remedies. Except for the approval and adoption of this Agreement and the transactions contemplated hereby by general principles the requisite shareholders of equity (regardless the Company in accordance with Section 14-2-1103 of whether enforceability is considered in a proceeding in equity the GBCC, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery or at Law)performance of this Agreement or to consummate the transactions contemplated hereby. The affirmative vote of holders of a majority of the outstanding shares of the Common Stock is the only vote of the holders of any securities of the Company Special Committeenecessary to approve and adopt this Agreement, the Merger and the other transactions contemplated hereby. The Board of Directors of the Company, at a meeting duly called and heldheld at which all directors of the Company were present, has duly and unanimously adopted resolutions (ia) determined determining that the terms of this Agreement Agreement, the Merger and the other transactions contemplated hereby, including the Merger, hereby are fair to, to and in the best interests of, of the Company and the Company Unaffiliated StockholdersCompany’s shareholders, (iib) approved approving and declared declaring advisable this Agreement and the transactions contemplated hereby, including the Merger, (iiic) resolved, subject directing that this Agreement be submitted to the terms shareholders of the Company for adoption and conditions set forth in this Agreement, approval and (d) resolving to recommend that the Company Board (x) determine that Company’s shareholders vote in favor of the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has which resolutions have not been subsequently rescinded, modified or withdrawn in any way.

Corporate Authorization. The (a) Each of the Company and Delaware Merger Sub has all necessary corporate power and corporate authority to enter into and to perform its obligations under this Agreement and the execution, delivery and performance by each of the Company and Delaware Merger Sub of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate power and authority and have been duly authorized by all necessary corporate action on the part of the Company, other thanthe Board of Directors of the Company, with respect to Delaware Merger Sub and the MergerBoard of Directors of Delaware Merger Sub. This Agreement constitutes the legal, obtaining valid and binding obligation of each of the Company Stockholder Approval and filing the Certificate of Delaware Merger with the Secretary of State Sub, enforceable against each of the State Company and Delaware Merger Sub in accordance with its terms, subject to (i) the affirmative vote of Delaware as required by the DGCL. The Company Stockholder Approval holders of a majority of the outstanding shares of Common Stock, which is the only vote of the holders of shares any of Company Stock or other the capital stock of the Company necessary to adopt this Agreement and consummate approve the Merger under applicable Law or the certificate of incorporation or bylaws principal terms of the Company. This Agreement has been duly and validly executed and delivered by Reincorporation Merger (the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the “Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at LawShareholder Approval”). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved the affirmative vote or consent of the Company as the sole stockholder of Delaware Merger Sub, which is the only vote or consent of the holders of any of the capital stock of Delaware Merger Sub necessary to adopt this Agreement with respect to the Reincorporation Merger (and declared advisable which shall occur immediately following the execution of this Agreement and evidence of which shall be provided to Parent on the transactions contemplated hereby, including the Mergerdate hereof), (iii) resolved, subject to following the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests ofReincorporation Closing, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to affirmative vote or consent of the holders of Company Stock for their adoption and approval and recommend that a majority of the outstanding shares of ESS Delaware Common Stock, which is the only vote or consent of the holders of Company Stock approve and any of the capital stock of ESS Delaware necessary to adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject with respect to the conditions, contained hereinMerger (the “ESS Delaware Stockholder Approval”), (iv) directed that this Agreement be submitted laws of general application relating to bankruptcy, insolvency and the holders relief of Company Stock for their adoption and approval debtors, and (v) resolvedrules of law governing specific performance, subject to the terms injunctive relief and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any wayother equitable 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 are within the Company’s has all necessary corporate power and authority and have been duly authorized by all necessary corporate action on to enter into this Agreement and, assuming the part receipt of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval Approval, to perform its obligations hereunder to consummate the Merger Transactions and filing adopt the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCLCharter Amendment. The Company Stockholder Approval is Board (acting upon the only vote unanimous recommendation of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Company. This Agreement has been duly and validly executed and delivered by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously unanimously: (i) determined that this the Merger Transactions and the Convertible Note Purchase Agreement and the transactions contemplated herebythereby are advisable, including the Merger, are fair to, to and in the best interests of, of the Company and the Company Unaffiliated Stockholders, including the stockholders holding the Unaffiliated Voting Shares; (ii) approved 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 transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, Charter Amendment; (iv) directed that this Agreement and the Charter Amendment be submitted to the holders of Company Stock Stockholders for their adoption and approval and adoption; (v) resolved, subject to the terms and conditions set forth in this Agreement, to make made the Company Board Recommendation. Each ; 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 Support Agreements is other Merger Transactions, in full force each case, on the terms and effect and has not subject to the conditions of this Agreement. None of the foregoing actions by the Company Board have been rescinded, rescinded or modified or withdrawn in any wayway (unless effected in accordance with the terms of Section 5.3(c)).

Corporate Authorization. (a) Each of the Company, Holdco and Holdco Sub has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Requisite Shareholder Vote, to consummate the Mergers and to perform each of its obligations hereunder. The execution, delivery and performance by the Company Company, Holdco and Holdco Sub of this Agreement and the consummation by the Company Company, Holdco and Holdco Sub of the Mergers and the other transactions contemplated hereby are within the Company’s corporate power and authority and have been duly and validly authorized by all necessary the Board of Directors of the Company, Holdco and Holdco Sub. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company Shares (the "Requisite Shareholder Vote"), no other corporate action proceedings on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only or vote of the holders of shares of Company Stock or other capital stock securityholders of the Company or of Holdco is necessary to approve and adopt this Agreement and or otherwise in order for the Company or Holdco to consummate the Merger under applicable Law or Mergers and the certificate other transactions contemplated hereby. The Board of incorporation or bylaws Directors of the Company. This Agreement has been duly and validly executed and delivered by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a duly held meeting duly called and held, has unanimously (i) determined that the Mergers and this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, of the Company and the Company Unaffiliated Stockholdersits shareholders, (ii) approved and declared advisable this Agreement the Mergers and the transactions contemplated herebyexecution, including the Mergerdelivery and performance of this Agreement, and (iii) resolved, subject to the terms and conditions set forth in this Agreement, resolved to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock shareholders approve and adopt this Agreement and the transactions contemplated by this Agreement, including and directed that such matter be submitted for consideration by the Mergershareholders of the Company at the Company Shareholder Meeting. The Company Boardhas made available to Parent, at a meeting duly called and held and upon receipt and recommendation of prior to the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company date of this Agreement, complete and accurate copies of the performance by Amended and Restated Certificate of Incorporation of the Company (the "Company Certificate of its covenants and agreements contained herein Incorporation") and the consummation Amended and Restated Bylaws of the transactions contemplated by this Agreement, including Company (the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of "Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any wayBylaws").

Corporate Authorization. The Company has all necessary corporate power and authority to enter into this Agreement and, subject to the receipt of the Written Consent, to consummate the transactions contemplated by this Agreement. The Special Committee, at a duly called and held meeting thereof, has unanimously (a) approved and declared advisable this Agreement, the Merger, and the other transactions contemplated by this Agreement, (b) declared that it is in the best interests of the stockholders of the Company (other than the Principal Stockholders and their Affiliates) that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement, and (c) recommended to the Company Board that it approve and declare advisable this Agreement, including the merger of Merger Sub with and into the Company. The Company Board, at a meeting duly called and held has (i) approved and declared advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) declared that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iii) directed that this Agreement be submitted for adoption by the stockholders of the Company, (iv) approved the Voting Agreement solely for purposes of Section 203 of the DGCL, and (v) recommended that the stockholders of the Company adopt this Agreement. Assuming that the Written Consent is received in accordance with the Voting Agreement, the execution, delivery delivery, and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within the Company’s corporate power and authority and by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a legal, other thanvalid, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws binding obligation of the Company. This Agreement has been duly and validly executed and delivered by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws of general applicability relating to or affecting creditors’ the rights and remedies of creditors generally and by general principles the availability of equity equitable remedies (regardless of whether enforceability is considered in a proceeding at law or in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously equity) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests ofcollectively, the Company “Bankruptcy and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any wayEquity Exception”).

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 power and authority and have been duly authorized by all necessary corporate action on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval have been (i) duly and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required validly authorized and adopted by the DGCL. The Company Stockholder Approval is the only unanimous vote of the holders Special Committee and by the unanimous vote of shares the Company's Board of Company Stock or other capital stock Directors, and (ii) determined to be fair to, advisable and in the best interests of the stockholders of the Company necessary to (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 consummate approve the Merger under applicable Law or Merger. No corporate proceedings on the certificate of incorporation or bylaws part of the Company are necessary, as a matter of law or otherwise, for the consummation of the transactions contemplated hereby, other than the approval of this Agreement by the Company's stockholders at the Company Stockholders Meeting. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub Inc.MergerSub, constitutes is a valid and binding agreement of the Company enforceable against the Company it in accordance with its terms, except as such enforceability to the extent that the enforcement thereof may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws affecting creditors’ laws now or hereafter in effect relating to creditor's rights generally and by generally, (ii) general principles of equity (regardless of whether enforceability such enforcement is considered in a proceeding at law or in equity or at Law). The Company Special Committee, at a meeting duly called equity) and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation discretion of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement court before which any enforcement proceeding therefor may be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any waybrought.

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 power and authority and have been duly and validly authorized by all necessary corporate action on the part of the Company Board (in the case of the Company) and all necessary limited liability company action on the part of HMTV LLC (in the case of Holdings LLC), subject to the receipt of the Required Company Stockholder Approval, and no other corporate or limited liability company (as applicable) proceedings on the part of the Company, Holdings LLC or any other stockholder (or other equityholder) vote (other than the Required Company Stockholder Approval) is necessary to authorize the execution and delivery of this Agreement or for the Company or Holdings LLC to consummate the Transactions (other than, with respect to the MergerMergers, obtaining the Company Stockholder Approval filing of the Certificate of Merger and filing the LLC Certificate of Merger with the Delaware Secretary of State of State) pursuant to the State of Delaware as required by Company’s and Holdings LLC’s Governing Documents, the DGCL. The Company Stockholder Approval is , the only vote LLC Act and the rules and regulations of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the CompanyNasdaq, as applicable. This Agreement has been duly and validly executed and delivered by each of the CompanyCompany and Holdings LLC and, assuming the due authorization, execution and delivery by Parent and each Merger Sub Inc.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, except as that (i) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws, now or other similar Laws hereafter in effect, affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved the remedies of specific performance and declared advisable this Agreement injunctive and the transactions contemplated hereby, including the Merger, (iii) resolved, other forms of equitable relief may be subject to equitable defenses and to the terms and conditions set forth in this Agreement, to recommend that discretion of the Company Board court before which any Proceeding therefor may be brought (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests ofcollectively, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way“Enforceability Exceptions”).

Corporate Authorization. The Subject to the receipt of the Purchaser Stockholder Approval, the execution, delivery and performance by the Company Purchaser and each Merger Sub of this Agreement and the Additional Agreements to which the Purchaser or each Merger Sub is or will be a party and the consummation by the Company Purchaser and each Merger Sub of the transactions contemplated hereby and thereby are within the Company’s corporate power powers of the Purchaser and authority each Merger Sub, as applicable, and have been (or, in the case of any Additional Agreements entered into after the date of this Agreement, will be, upon execution thereof) duly authorized by all necessary corporate action on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval Purchaser and filing the Certificate of each Merger with the Secretary of State of the State of Delaware as required by the DGCLSub. The Company Stockholder Approval is the only vote execution and delivery of the holders of shares of Company Stock or other capital stock of the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or documents contemplated hereby and the certificate of incorporation or bylaws consummation of the Companytransactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the Board of Directors of the Purchaser and each Merger Sub and (B) determined by the Board of Directors of the Purchaser and each Merger Sub as advisable to the Purchaser’s or such Merger Sub’s stockholders, as applicable, and recommended for the Purchaser Stockholder Approval. This Agreement has been (and each of the Additional Agreements to which the Purchaser or each Merger Sub, as applicable, is or will be a party will be, upon execution thereof) duly and validly executed and delivered by the CompanyPurchaser or each Merger Sub, assuming due authorizationas applicable, and constitutes or will constitute, upon their execution and delivery by Parent and Merger Sub Inc.delivery, constitutes as applicable, a valid valid, legal and binding agreement obligation of the Company Purchaser or each Merger Sub, as applicable, (assuming this Agreement has been and the Additional Agreements to which the Purchaser or each Merger Sub, as applicable, is or will be party are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the other parties thereto), enforceable against the Company Purchaser or such Merger Sub, as applicable, in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting generally the enforcement of creditors’ rights generally and by subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Lawequity). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way.

Corporate Authorization. (a) Each of the Company, Holdco and Holdco Sub has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Requisite Shareholder Vote, to consummate the Mergers and to perform each of its obligations hereunder. The execution, delivery and performance by the Company Company, Holdco and Holdco Sub of this Agreement and the consummation by the Company Company, Holdco and Holdco Sub of the Mergers and the other transactions contemplated hereby are within the Company’s corporate power and authority and have been duly and validly authorized by all necessary the Board of Directors of the Company, Holdco and Holdco Sub. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company Shares (the “Requisite Shareholder Vote”), no other corporate action proceedings on the part of the Company, other than, with respect to the Merger, obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. The Company Stockholder Approval is the only or vote of the holders of shares of Company Stock or other capital stock securityholders of the Company or of Holdco is necessary to approve and adopt this Agreement and or otherwise in order for the Company or Holdco to consummate the Merger under applicable Law or Mergers and the certificate other transactions contemplated hereby. The Board of incorporation or bylaws Directors of the Company. This Agreement has been duly and validly executed and delivered by the Company, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a duly held meeting duly called and held, has unanimously (i) determined that the Mergers and this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, of the Company and the Company Unaffiliated Stockholdersits shareholders, (ii) approved and declared advisable this Agreement the Mergers and the transactions contemplated herebyexecution, including the Mergerdelivery and performance of this Agreement, and (iii) resolved, subject to the terms and conditions set forth in this Agreement, resolved to recommend that the Company Board (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock shareholders approve and adopt this Agreement and the transactions contemplated by this Agreement, including and directed that such matter be submitted for consideration by the Mergershareholders of the Company at the Company Shareholder Meeting. The Company Boardhas made available to Parent, at a meeting duly called and held and upon receipt and recommendation of prior to the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company date of this Agreement, complete and accurate copies of the performance by Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of its covenants and agreements contained herein Incorporation”) and the consummation Amended and Restated Bylaws of the transactions contemplated by this Agreement, including Company (the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of “Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any wayBylaws”).

Corporate Authorization. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, the Governance Agreement and the Ancillary Agreements to which it is party, to perform its obligations hereunder and thereunder and, subject to the receipt of the Required Company Shareholder Approval, to consummate the Transactions (other than the Offer). The execution, delivery and performance by the Company of this Agreement, the Governance Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate power and authority and Ancillary Agreements to which it is party have been duly and validly authorized by all necessary corporate action action, subject to the receipt of the Required Company Shareholder Approval by way of shareholders’ special resolutions, and no other corporate proceedings on the part of the CompanyCompany are necessary to authorize the execution and delivery of this Agreement, other than, with respect the Governance Agreement and the Ancillary Agreements to the Merger, obtaining which it is party or for the Company Stockholder Approval to consummate the Transactions. Assuming the due authorization, execution and filing delivery by Pxxxxxxxx and each Seller of this Agreement, the Certificate of Merger with Governance Agreement and the Secretary of State of applicable Ancillary Agreements to which they are party, this Agreement, the State of Delaware as required by Governance Agreement and the DGCL. The Company Stockholder Approval is the only vote of the holders of shares of Company Stock or other capital stock of Ancillary Agreements to which the Company necessary to adopt this Agreement and consummate the Merger under applicable Law or the certificate of incorporation or bylaws of the Company. This Agreement has is party have been duly and validly executed and delivered by the CompanyCompany and constitutes the legal, assuming due authorization, execution and delivery by Parent and Merger Sub Inc., constitutes a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as that (i) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws, now or other similar Laws hereafter in effect, affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved the remedies of specific performance and declared advisable this Agreement injunctive and the transactions contemplated hereby, including the Merger, (iii) resolved, other forms of equitable relief may be subject to equitable defenses and to the terms and conditions set forth in this Agreement, to recommend that discretion of the Company Board court before which any Proceeding therefor may be brought (x) determine that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests ofcollectively, the Company and the Company Unaffiliated Stockholders and (y) approve and declare advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to recommend that, subject to such Company Board approval and the terms and conditions set forth in this Agreement, the Company Board direct that this Agreement be submitted to the holders of Company Stock for their adoption and approval and recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. The Company Board, at a meeting duly called and held and upon receipt and recommendation of the Company Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Unaffiliated Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms, and subject to the conditions, contained herein, (iv) directed that this Agreement be submitted to the holders of Company Stock for their adoption and approval and (v) resolved, subject to the terms and conditions set forth in this Agreement, to make the Company Board Recommendation. Each of the Support Agreements is in full force and effect and has not been rescinded, modified or withdrawn in any way“Enforceability Exceptions”).