Common use of Corporate Power; Enforceability Clause in Contracts

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to execute and deliver the Transaction Agreements, to perform its covenants and obligations thereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder Approval, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of the Transaction Agreements, the performance by the Company of its covenants and obligations thereunder and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate actions on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreements, the performance by the Company of its covenants and obligations thereunder or the consummation of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Transaction Agreements have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally and (b) is subject to general principles of equity (the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its covenants and obligations thereunder hereunder and, subject assuming the accuracy of the representation set forth in the case first sentence of Section 4.6 and, with respect to the consummation of the Merger Merger, subject to obtaining the Requisite Stockholder Approval, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)transactions contemplated hereby. The execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder and hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder or the consummation of the Transactions, other than transactions contemplated hereby. Assuming the accuracy of the representation set forth in the case first sentence of the consummation of the MergerSection 4.6, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Transaction Agreements have this Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Acquisition Sub or the other parties theretoMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally generally, and (b) is subject to general principles of equity (collectively, the “Enforceability LimitationsExceptions”).

Corporate Power; Enforceability. The Company Each of Parent and Acquisition Sub has the requisite corporate power and authority to execute and deliver the Transaction AgreementsAgreements to which it is a party, and to perform its respective covenants and obligations thereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder Approval, and to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company each of Parent and Acquisition Sub of the Transaction AgreementsAgreements to which it is a party, the performance by the Company Parent and Acquisition Sub of its their respective covenants and obligations thereunder and the consummation by the Company Parent and Acquisition Sub of the Transactions have been duly authorized by all necessary limited partnership or corporate action action, as applicable, on the part of the CompanyParent and Acquisition Sub, and no additional limited partnership or corporate actions actions, as applicable, on the part of the Company Parent and Acquisition Sub are necessary to authorize the execution and delivery by the Company each of Parent and Acquisition Sub of the Transaction AgreementsAgreements to which it is a party, the performance by the Company Parent and Acquisition Sub of its their respective covenants and obligations thereunder or the consummation by Parent and Acquisition Sub of the Transactions, Transactions other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder ApprovalParent Unitholder Consent. The Transaction Agreements have been duly executed and delivered by the Company each of Parent and Acquisition Sub, respectively, and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub the Company or the other parties thereto, constitutes a constitute legal, valid and binding obligation obligations of the Companyeach of Parent and Acquisition Sub, enforceable against the Company each in accordance with its their terms, except subject to the Enforceability Limitations. The Board of Directors of Acquisition Sub, acting by written consent, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that such enforceability the terms of the Merger and the other Transactions are fair to and in the best interests of Acquisition Sub, (aiii) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally recommending that its sole stockholder adopt this Agreement and (biv) declaring that the Transaction Agreements to which it is subject to general principles a party are advisable. The sole stockholder of equity (the “Enforceability Limitations”)Acquisition Sub has adopted this Agreement.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its covenants and obligations thereunder hereunder and, subject assuming the accuracy of the representation set forth in the case first sentence of the consummation of the Merger to obtaining the Requisite Stockholder ApprovalSection 5.6, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder and hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder or the consummation of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Transaction Agreements have This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Acquisition Sub or the other parties theretoMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally generally, and (b) is subject to general principles of equity (collectively, the “Enforceability LimitationsExceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, to perform its covenants and obligations thereunder hereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder approval of this Agreement, the Merger and the other transactions contemplated hereby (including those set forth in Section 6.3(a) of the Disclosure Letter) by holders of at least a majority of the Company Shares voted at the Company Shareholders Meeting, provided (1) such majority includes more than 50% of the Company Shares voted (not counting any absentee votes) by shareholders that are not Merger Sub, Parent or any person or entity holding at least 25% of the means of control of either Merger Sub or Parent, or any person or entity acting on behalf of either Merger Sub or Parent or any family member of, or entity controlled by, any of the foregoing and (2) either (i) such majority includes the affirmative vote of at least a majority of the total votes cast by shareholders who are present and voting (not counting any absentee votes) who are not “controlling shareholders” in the Company and do not have a “personal interest” (each as defined in the ICL) in the matter, or (ii) the total number of Company Shares voted against the proposal to approve this Agreement, the Merger and the other transactions contemplated hereby (including those set forth in Section 6.3(a) of the Disclosure Letter) by shareholders who are neither “controlling shareholders” in the Company nor have a “personal interest” in the matter who were present and voted, does not exceed two percent (2%) of the total voting rights in the Company (the “Company Shareholder Approval”), to consummate the Transactions. At a duly called transactions contemplated hereby and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)thereby. The execution and delivery by the Company of the Transaction Agreementsthis Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement or any of Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactionstransactions contemplated hereby and thereby, other than (assuming the accuracy of the representations and warranties in Section 4.7 below) obtaining the case of Company Shareholder Approval for the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approvaltransactions contemplated hereby. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company andand at or before the Closing the Company will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally generally, and (b) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, and, subject to obtaining the Transaction Agreementsapproval of this Agreement by the requisite Company Shareholders required by the Charter Documents or applicable provisions of the Colorado Corporation Law, to consummate the Transactions (the “Company Shareholder Approval”), to perform its covenants and obligations hereunder and thereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder Approval, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of Other than the Company were presentShareholder Approval, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of the Transaction Agreementsthis Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions Transactions, including the Merger, have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement or any Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactions, other than in the case of the consummation of including the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company and, at or before the Closing, the Company will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party. Subject to receipt of the Company Shareholder Approval, this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally and (b) is subject to general principles of equity (the “Enforceability Limitations”)Exceptions.

Corporate Power; Enforceability. The Company Each of Parent, Acquisition Sub and the Guarantors has the requisite corporate power and authority to execute and deliver the Transaction AgreementsAgreements to which it is a party, and to perform its their respective covenants and obligations thereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder Approval, and to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by Parent, Acquisition Sub and the Company Guarantors of the Transaction AgreementsAgreements to which it is a party, the performance by Parent, Acquisition Sub and the Company Guarantors of its their respective covenants and obligations thereunder and the consummation by Parent, Acquisition Sub and the Company Guarantors of the Transactions have been duly authorized by all necessary limited liability company, limited partnership or corporate action action, as applicable, on the part of Parent, Acquisition Sub and the CompanyGuarantors, and no additional limited liability company, limited partnership or corporate actions proceedings, as applicable, on the part of Parent, Acquisition Sub and the Company Guarantors are necessary to authorize the execution and delivery by Parent, Acquisition Sub and the Company Guarantors of the Transaction AgreementsAgreements to which it is a party, the performance by Parent, Acquisition Sub and the Company Guarantors of its their respective covenants and obligations thereunder or the consummation by Parent, Acquisition Sub and the Guarantors of the Transactions. Each of Transaction Agreements to which Parent, other than in the case of the consummation of the Merger, the Charter Amendment Acquisition Sub and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Transaction Agreements have Guarantors is a party has been duly executed and delivered by each of Parent, Acquisition Sub and the Company Guarantors, respectively, and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties theretoCompany, constitutes a legal, valid and binding obligation of each of Parent, Acquisition Sub and the CompanyGuarantors, enforceable against the Company each in accordance with its terms, except that such enforceability subject to the Enforceability Limitations. The Managing Shareholder of Parent, has (ai) may be limited by applicable bankruptcyapproved this Agreement, insolvency, reorganization, moratorium the Merger and the other similar laws of general applicability affecting or relating to creditors’ rights generally Transactions and (bii) determined that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its shareholders. The Board of Directors of Acquisition Sub, at a meeting duly called and duly held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Acquisition Sub and Parent, (iii) recommending that Parent adopt this Agreement and (iv) declaring that this Agreement is subject advisable. Parent, as sole stockholder of Acquisition Sub, has adopted this Agreement. The affirmative vote of the holders of the capital stock of Parent, or any of them, is not necessary to general principles of equity (the “Enforceability Limitations”)approve this Agreement or consummate any Transaction.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its covenants and obligations thereunder hereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder Approval, to consummate approval of the Transactions. At holders of a duly called and held meeting prior to the execution of this Agreement at which all directors majority of the Company were present, the Shares voted (in person or by proxy) on such matter (excluding (i) any absentee votes and (ii) Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject Shares held by Parent or deemed to be held by Parent pursuant to the conditions set forth herein, (aICL) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders Shareholders duly called and held for such purpose (with respect to the Merger, such approval, the “Company Stockholder MeetingShareholder Approval”). The execution ) and delivery the filing and recordation of appropriate merger documents as required by the Company of ICL, to consummate the Transaction Agreements, the performance by the Company of its covenants and obligations thereunder Merger and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate actions on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreements, the performance by the Company of its covenants and obligations thereunder or the consummation of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approvaltransactions contemplated hereby. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties theretoMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws of general applicability affecting or relating to creditors’ rights generally generally, and (b) is subject to general principles of equity equity. No additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or, subject to obtaining the Company Shareholder Approval, the consummation of the Merger and the other transactions contemplated hereby. At a meeting duly called and held prior to the execution of this Agreement in compliance with the articles of association of the Company (“Charter Documents”) and applicable Laws, the “Enforceability Limitations”)Company Board has unanimously: (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors as a result of the Merger; (ii) approved this Agreement, the Merger and the other transactions contemplated hereby; and (iii) made the Company Board Recommendation.

Corporate Power; Enforceability. The Company Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its their respective covenants and obligations thereunder hereunder and, subject in to the case filing and recordation of appropriate merger documents as required by the consummation of the Merger to obtaining the Requisite Stockholder ApprovalICL, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)transactions contemplated hereby. The execution and delivery by the Company Parent and Merger Sub of the Transaction Agreementsthis Agreement, the performance by the Company Parent and Merger Sub of its their respective covenants and obligations thereunder hereunder and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of the CompanyParent and Merger Sub, and no additional other corporate actions or other proceeding on the part of the Company are Parent or Merger Sub is necessary to authorize the execution and delivery by the Company Parent and Merger Sub of the Transaction Agreementsthis Agreement, the performance by the Company Parent and Merger Sub of its their respective covenants and obligations thereunder hereunder or the consummation by Parent and Merger Sub of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approvaltransactions contemplated hereby. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties theretoCompany, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws of general applicability affecting or relating to creditors’ rights generally generally, and (b) is subject to general principles of equity equity. The board of directors of Merger Sub has unanimously: (i) determined that the “Enforceability Limitations”Merger is fair to, and in the best interest of, Merger Sub and its shareholder, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors as a result of the Merger, (ii) approved this Agreement, the Merger and the other transactions contemplated herby, and (iii) resolved to recommend that the sole shareholder of Merger Sub approve this Agreement, the Merger and the other transactions contemplated hereby, pursuant to the terms hereof (which approval has been obtained simultaneously with the execution of this Agreement). No vote of the holders of any of the issued and outstanding shares of capital stock of Parent is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. The adoption of this Agreement by Parent as the sole shareholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the transactions contemplated hereby, including the Merger.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement and each Company Ancillary Agreement to which it is, or is specified to be, a party, to perform its covenants and obligations thereunder hereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder approval of this Agreement (including the Company Ancillary Agreements) by holders of at least a majority of the Company Shares voted at the Company Shareholder Meeting (not counting any absentee votes) (the “Company Shareholder Approval”), to consummate the Transactions. At a duly called transactions contemplated hereby and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)thereby. The execution and delivery by the Company of the Transaction Agreementsthis Agreement and each Company Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement or any of Company Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactionstransactions contemplated hereby and thereby, other than (assuming the accuracy of the representations and warranties in ‎Section 4.7 below) obtaining the case of Company Shareholder Approval for the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approvaltransactions contemplated hereby. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company andand at or before the Closing will have duly executed and delivered each Company Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Company Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally generally, and (b) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. (a) The Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform and comply with each of its covenants and obligations thereunder hereunder and, subject assuming the accuracy of the representation set forth in the case first sentence of Section 5.6 and, with respect to the Merger, subject to the satisfaction of the consummation of Minimum Condition following the Merger to obtaining the Requisite Stockholder ApprovalAcceptance Time, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)transactions contemplated hereby. The execution and delivery by the Company of the Transaction Agreementsthis Agreement, the Company’s performance by the Company of and compliance with its covenants and obligations thereunder and hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition following the Acceptance Time, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the Company’s performance by the Company of and compliance with its covenants and obligations thereunder hereunder or the consummation of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approvaltransactions contemplated hereby. The Transaction Agreements have This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties theretoMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ai) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally generally, and (bii) is subject to general principles of equity (collectively, the “Enforceability LimitationsExceptions”).

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its covenants and obligations thereunder hereunder and, subject assuming the accuracy of the representation set forth in the case first sentence of the consummation of the Merger to obtaining the Requisite Stockholder ApprovalSection 4.6, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder and hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 4.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder or the consummation of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Transaction Agreements have This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Acquisition Sub or the other parties theretoMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally generally, and (b) is subject to general principles of equity (collectively, the “Enforceability LimitationsExceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders adopt this Agreement and (iv) directed that this Agreement and the Transactions be submitted to the Company Stockholders for approval and adoption thereby.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to execute and deliver the Transaction Agreements, to perform its covenants and obligations thereunder and, subject in the case of the consummation of the Merger Merger, to obtaining the Requisite Stockholder Approval, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include excluding the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (ai) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (bii) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (ciii) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters matter be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of the Transaction Agreements, the performance by the Company of its covenants and obligations thereunder and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate actions proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreements, the performance by the Company of its covenants and obligations thereunder or the consummation of the TransactionsTransactions , other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Each of the Transaction Agreements have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally and (b) is subject to general principles of equity (the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to to: (a) execute and deliver this Agreement and the Transaction AgreementsSupport Agreements (together, the “Company Documents”) and each other agreement, document, instrument or certificate contemplated by this Agreement to perform its covenants be executed by the Company and obligations thereunder and, subject delivered to Parent pursuant to this Agreement as of the date hereof or in the case of connection with the consummation of the Merger to obtaining the Requisite Stockholder Approval, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously Closing (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject notwithstanding anything to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Mergercontrary, the Pre-Closing Dividendforegoing shall not be deemed to include agreements, the Bylaw Amendment documents, instruments or certificates that may be executed and the Charter Amendment), are advisable and in the best interests of delivered bv the Company and solely with respect to the Company Stockholders, Financing); (b) approved the execution, delivery perform its covenants and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) obligations hereunder; and (c) resolved to recommend assuming the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting accuracy of the Company Stockholders representations and warranties of Parent and Merger Sub set forth in the second sentence of Section 4.6 (without giving effect to any Knowledge qualification therein), subject to receiving the “Company Stockholder Meeting”)Requisite Shareholder Approval, consummate the Merger. The execution and delivery of this Agreement and the Company Documents by the Company of the Transaction AgreementsCompany, the performance by the Company of its covenants and obligations thereunder hereunder and thereunder, and the consummation by the Company of the Transactions Merger have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement or the Company Documents by the Company of the Transaction Agreements, Company; (ii) the performance by the Company of its covenants and obligations thereunder hereunder or thereunder; or (iii) assuming the consummation accuracy of the Transactions, other than representations and warranties of Parent and Xxxxxx Sub set forth in the case second sentence of Section 4.6 (without giving effect to any Knowledge qualification therein), subject to the receipt of the Requisite Shareholder Approval, the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Acquisition Sub or the other parties theretoMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, liquidation, preferential transfer and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally generally; and (bB) is subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law) (the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver the Transaction Agreements, this Agreement and each Related Agreement to which it will be a party; (b) perform its covenants and obligations hereunder and thereunder; (c) consummate the transactions contemplated hereunder and thereunder and, and (d) subject in the case of the consummation of the Merger to obtaining receiving the Requisite Stockholder Approval, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of the Transaction Agreementsthis Agreement and each Related Agreement to which it will be a party, the performance by the Company of its covenants and obligations thereunder hereunder and thereunder, and the consummation by the Company of the Transactions Merger and the transactions contemplated hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the CompanyCompany and, and other than filing the Certificate of Merger pursuant to the DGCL, no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery by the Company of the Transaction Agreements, this Agreement and each Related Agreement to which it is a party; (ii) the performance by the Company of its covenants and obligations thereunder or hereunder and thereunder; (iii) the consummation of the TransactionsTransaction contemplated hereunder and thereunder or (iv) subject to the receipt of the Requisite Stockholder Approval, other than in the case of the consummation of the Merger. This Agreement and each Related Agreement to which the Company will be a party will when delivered, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Transaction Agreements have been be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Parent, Merger Sub and Acquisition Sub or the other parties thereto, as applicable, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally generally; and (bB) is subject to general principles of equity effecting the availability of specific performance and other equitable remedies (collectively, clauses (A) and (B), the “Enforceability LimitationsExceptions”).

Corporate Power; Enforceability. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its covenants and obligations thereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder Approval, hereunder and to consummate the Transactionstransactions contemplated hereby. At a duly called and held meeting prior to Assuming the execution of this Agreement at which all directors accuracy of the Company were presentrepresentations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder or the consummation of the Transactionstransactions contemplated hereby, other than than, in the case of the consummation Merger, filing the Certificate of Merger with the Secretary of State of the Merger, State of Delaware in accordance with the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder ApprovalDGCL. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub, and the accuracy of the representations and warranties of Parent and Acquisition Sub or the other parties theretoin Section 5.7(a), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally generally, and (by) is subject to general principles of equity (clause (x) and (y) collectively, the “Enforceability LimitationsException”).

Corporate Power; Enforceability. The Company Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its their respective covenants and obligations thereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder Approval, hereunder and to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)transactions contemplated hereby. The execution and delivery by the Company Parent and Merger Sub of the Transaction Agreementsthis Agreement, the performance by the Company Parent and Merger Sub of its their respective covenants and obligations thereunder hereunder and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of the CompanyParent and Merger Sub, and no additional other corporate actions or other proceeding on the part of the Company are Parent or Merger Sub is necessary to authorize the execution and delivery by the Company Parent and Merger Sub of the Transaction Agreementsthis Agreement, the performance by the Company Parent and Merger Sub of its their respective covenants and obligations thereunder hereunder or the consummation by Parent and Merger Sub of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approvaltransactions contemplated hereby. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties theretoCompany, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws of general applicability affecting or relating to creditors’ rights generally generally, and (b) is subject to general principles of equity equity. The board of directors of Merger Sub has unanimously: (i) determined that the “Enforceability Limitations”Merger is fair to, and in the best interest of, Merger Sub and its shareholder, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors, (ii) approved this Agreement, the Merger and the other transactions contemplated herby, and (iii) resolved to recommend that the sole shareholder of Merger Sub approve this Agreement, the Merger and the other transactions contemplated hereby, pursuant to the terms hereof (which approval has been obtained simultaneously with the execution of this Agreement). No vote of the holders of any of the issued and outstanding shares of capital stock of Parent is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. The adoption of this Agreement by Parent as the sole shareholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the transactions contemplated hereby, including the Merger.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver the this Agreement and any Transaction Agreements, Document to which it is a party; (b) perform its covenants and obligations thereunder and, under this Agreement and any Transaction Document to which it is a party; and (c) subject in the case of the consummation of the Merger to obtaining receiving the Requisite Stockholder Approval, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery of this Agreement and any Transaction Document to which it is a party by the Company of the Transaction AgreementsCompany, the performance by the Company of its covenants and obligations thereunder hereunder and thereunder, and the consummation by the Company of the Transactions Merger have each been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement and any Transaction Document to which it is a party by the Company of the Transaction Agreements, Company; (ii) the performance by the Company of its covenants and obligations thereunder under this Agreement or any Transaction Document to which it is a party; or (iii) subject to the consummation receipt of the TransactionsRequisite Stockholder Approval, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties theretoMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally generally; and (bB) is subject to general principles of equity (collectively, the “Enforceability Limitations”). Except for the Requisite Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its covenants and obligations under this Agreement and the consummation of the transactions contemplated by this Agreement.

Corporate Power; Enforceability. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its covenants and obligations thereunder hereunder and, subject subject, in the case of the consummation of the Merger Merger, to obtaining the Requisite Stockholder ApprovalApproval if required under applicable Law, to consummate the Transactionstransactions contemplated hereby. At a duly called and held meeting prior to Assuming the execution of this Agreement at which all directors accuracy of the Company were presentrepresentations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder or the consummation of the Transactionstransactions contemplated hereby, other than than, in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder ApprovalApproval if required by applicable Law and filing AGREEMENT AND PLAN OF MERGER the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub, and the accuracy of the representations and warranties of Parent and Acquisition Sub or the other parties theretoin Section 5.7(a), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally generally, and (by) is subject to general principles of equity (clause (x) and (y) collectively, the “Enforceability LimitationsException”).

Corporate Power; Enforceability. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company has the all requisite corporate power and authority to execute and deliver this Agreement and the Transaction AgreementsSupport Agreement, to perform its covenants and obligations hereunder and thereunder and, subject subject, in the case of the consummation of the Merger Merger, to obtaining the Requisite Stockholder ApprovalApproval if required under applicable Law, to consummate the Transactionstransactions contemplated hereby and thereby. At a duly called and held meeting prior to Assuming the execution of this Agreement at which all directors accuracy of the Company were presentrepresentations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of this Agreement and the Transaction AgreementsSupport Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the Transaction AgreementsSupport Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactionstransactions contemplated hereby and thereby, other than than, in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder ApprovalApproval if required by applicable Law and filing the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Transaction Agreements have Each of this Agreement and the Support Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub, and the accuracy of the representations and warranties of Parent and Acquisition Sub or the other parties theretoin Section 5.7(a), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally generally, and (by) is subject to general principles of equity (clause (x) and (y) collectively, the “Enforceability LimitationsException”).

Corporate Power; Enforceability. The Company Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its their respective covenants and obligations thereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder Approval, hereunder and to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)transactions contemplated hereby. The execution and delivery by the Company Parent and Merger Sub of the Transaction Agreementsthis Agreement, the performance by the Company Parent and Merger Sub of its their respective covenants and obligations thereunder hereunder and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of the CompanyParent and Merger Sub, and no additional other corporate actions or other proceeding on the part of the Company are Parent or Merger Sub is necessary to authorize the execution and delivery by the Company Parent and Merger Sub of the Transaction Agreementsthis Agreement, the performance by the Company Parent and Merger Sub of its their respective covenants and obligations thereunder hereunder or the consummation by Parent and Merger Sub of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approvaltransactions contemplated hereby. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties theretoCompany, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each in accordance with its terms, except subject to the Bankruptcy and Equity Exception. The board of directors of Merger Sub has unanimously: (i) determined that such enforceability the Merger is fair to, and in the best interest of, Merger Sub and its shareholder, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors, (aii) may be limited by applicable bankruptcyapproved this Agreement, insolvencythe Merger and the other transactions contemplated herby, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally and (biii) resolved to recommend that the sole shareholder of Merger Sub approve this Agreement, the Merger and the other transactions contemplated hereby, pursuant to the terms hereof (which approval has been obtained simultaneously with the execution of this Agreement). No vote of the holders of any of the issued and outstanding shares of capital stock of Parent is subject necessary to general principles approve and adopt this Agreement and the transactions contemplated by this Agreement. The adoption of equity (this Agreement by Parent as the “Enforceability Limitations”)sole shareholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the transactions contemplated hereby, including the Merger.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its covenants and obligations thereunder hereunder and, subject assuming the accuracy of the representation set forth in the case first sentence of the consummation of the Merger to obtaining the Requisite Stockholder ApprovalSection 3.6, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder and hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 4.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder or the consummation of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Transaction Agreements have This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Acquisition Sub or the other parties theretoMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally generally, and (b) is subject to general principles of equity (collectively, the “Enforceability LimitationsExceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders adopt this Agreement and (iv) directed that this Agreement and the Transactions be submitted to the Company Stockholders for approval and adoption thereby.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, to perform its covenants and obligations thereunder hereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder approval of this Agreement, the Merger and the other transactions contemplated hereby by holders of at least a majority of the Company Shares voted at the Company Shareholders Meeting, provided that (1) such majority includes more than 50% of the Company Shares voted (not counting any absentee votes) by shareholders that are not Merger Sub, Parent or any person or entity holding at least 25% of the means of control of either Merger Sub or Parent, or any person or entity acting on behalf of either Merger Sub or Parent or any family member of, or entity controlled by, any of the foregoing and (2) either (i) such majority includes the affirmative vote of at least a majority of the total votes cast by shareholders who are present and voting (not counting any absentee votes) who are not “controlling shareholders” in the Company and do not have a “personal interest” (each as defined in the ICL) in the matter, or (ii) the total number of Company Shares voted against the proposal to approve this Agreement, the Merger and the other transactions contemplated hereby by shareholders who are neither “controlling shareholders” in the Company nor have a “personal interest” in the matter who were present and voted, does not exceed two percent (2%) of the total voting rights in the Company (the “Company Shareholder Approval”), to consummate the Transactions. At a duly called transactions contemplated hereby and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)thereby. The execution and delivery by the Company of the Transaction Agreementsthis Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby and thereby, including the Merger, have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement or any of the Transaction AgreementsAncillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactionstransactions contemplated hereby and thereby, other than (assuming the accuracy of the representations and warranties in Section 3.3 below) obtaining the case of Company Shareholder Approval for the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approvaltransactions contemplated hereby. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company andand at or before the Closing the Company will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally generally, and (b) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its covenants and obligations thereunder hereunder and, subject subject, in the case of the consummation of the Merger Merger, to obtaining the Requisite Stockholder ApprovalApproval if required under applicable Law, to consummate the Transactionstransactions contemplated hereby. At a duly called and held meeting prior to Assuming the execution of this Agreement at which all directors accuracy of the Company were presentrepresentations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder or the consummation of the Transactionstransactions contemplated hereby, other than than, in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder ApprovalApproval if required by applicable Law and filing the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub, and the accuracy of the representations and warranties of Parent and Acquisition Sub or the other parties theretoin Section 5.7(a), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ ' rights generally generally, and (by) is subject to general principles of equity (clause (x) and (y) collectively, the “"Enforceability Limitations”Exception").

Corporate Power; Enforceability. The (a) Subject to the filing of the Certificate of Amendment with the Secretary of State for the State of Delaware, the Company has the requisite corporate power and authority to to: (i) execute and deliver this Agreement and the other Transaction Agreements, to Documents; (ii) perform its covenants and obligations thereunder and, hereunder and thereunder; and (iii) subject in the case of the consummation of the Merger to obtaining receiving the Requisite Stockholder ApprovalApproval and assuming that the representations set forth in Section 4.6 are true and correct, to consummate the Transactions. At a duly called Viking Transaction and held meeting prior to the execution of other transactions contemplated by this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the other Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company of the Transaction AgreementsCompany, the performance by the Company of its covenants and obligations thereunder hereunder, and the consummation by the Company of the Transactions transactions contemplated by this Agreement and the other Transaction Documents, have been duly authorized and approved by all necessary the Company Board, and except for obtaining the Requisite Stockholder Approval and assuming that the representations set forth in Section 4.6 are true and correct, no other corporate action on the part of the Company, and no additional corporate actions on the part of Company or the Company are Stockholders is necessary to authorize the execution and delivery by of this Agreement or the Company of the other Transaction AgreementsDocuments, the performance by the Company of its covenants and obligations thereunder and the consummation by the Company of the transactions contemplated by this Agreement or the consummation of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment Transaction Documents. This Agreement and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The each other Transaction Agreements have Document has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties theretoPurchaser, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally and or (bB) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its covenants and obligations thereunder hereunder and, subject assuming the accuracy of the representation set forth in the case first sentence of Section 4.5 and, with respect to the consummation of the Merger Merger, subject to obtaining the Requisite Stockholder Approval, Approval to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)transactions contemplated hereby. The execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder and hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 4.5 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder or the consummation of the Transactions, other than transactions contemplated hereby. Assuming the accuracy of the representation set forth in the case first sentence of the consummation of the MergerSection 4.5, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Transaction Agreements have this Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Parent, Intermediate Holdco and Acquisition Sub or the other parties theretoMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally generally, and (b) is subject to general principles of equity (collectively, the “Enforceability LimitationsExceptions”).

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its covenants and obligations thereunder hereunder and, subject assuming the accuracy of the representation set forth in the case first sentence of Section 5.6 and, with respect to the Merger, subject to the satisfaction of the consummation Minimum Condition as of the Merger to obtaining the Requisite Stockholder ApprovalAcceptance Time, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)transactions contemplated hereby. The execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder and hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition as of the Acceptance Time, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company. The Company Board has, at a meeting duly called and held, unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, and declared it advisable for the Company to enter into this Agreement, (b) 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 Offer and the Merger and the other transactions contemplated by this Agreement upon the terms and subject to the conditions contained herein, and (c) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer (the matters described in clauses (a) through (c), the “Company Board Recommendation”), which resolutions, except to the extent expressly permitted by Section 6.3, have not been rescinded, modified or withdrawn in any way. Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder or the consummation of the Transactions, other than transactions contemplated hereby. Assuming the accuracy of the representation set forth in the case first sentence of the consummation of the MergerSection 5.6, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Transaction Agreements have this Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Acquisition Sub or the other parties theretoMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally and (by) is subject to general principles of equity (collectively, the “Enforceability LimitationsExceptions”).

Corporate Power; Enforceability. The (a) Subject to the filing of the Certificate of Amendment with the Secretary of State for the State of Delaware, the Company has the requisite corporate power and authority to to: (i) execute and deliver this Agreement and the other Transaction Agreements, to Documents; (ii) perform its covenants and obligations thereunder and, hereunder and thereunder; and (iii) subject in the case of the consummation of the Merger to obtaining receiving the Requisite Stockholder ApprovalApproval and assuming that the representations set forth in Section 4.6 are true and correct, to consummate the Transactions. At a duly called Casdin Transaction and held meeting prior to the execution of other transactions contemplated by this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the other Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company of the Transaction AgreementsCompany, the performance by the Company of its covenants and obligations thereunder hereunder, and the consummation by the Company of the Transactions transactions contemplated by this Agreement and the other Transaction Documents, have been duly authorized and approved by all necessary the Company Board, and except for obtaining the Requisite Stockholder Approval and assuming that the representations set forth in Section 4.6 are true and correct, no other corporate action on the part of the Company, and no additional corporate actions on the part of Company or the Company are Stockholders is necessary to authorize the execution and delivery by of this Agreement or the Company of the other Transaction AgreementsDocuments, the performance by the Company of its covenants and obligations thereunder and the consummation by the Company of the transactions contemplated by this Agreement or the consummation of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment Transaction Documents. This Agreement and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The each other Transaction Agreements have Document has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties theretoPurchaser, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally and or (bB) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, to perform its covenants and obligations thereunder hereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder approval of this Agreement by holders of at least 75% of the Company Shares voted at the Company Shareholder Meeting (not counting any absentee votes), and provided that either (a) such 75% (or more) majority shall include the affirmative vote of holders of a majority of the Company Shares voted at the Company Shareholder Meeting, which Company Shares are held by shareholders who are not controlling shareholders (as such term is defined in the ICL) of the Company and do not have a personal interest (as such term is defined in the ICL) in the approval of this Agreement and the transactions contemplated hereunder (not counting any absentee votes), or (b) the total number of Ordinary Shares held by such shareholders referred to in clause (a) that voted against the approval of this Agreement and the transactions contemplated hereunder, including the Merger at the Company Shareholder Meeting does not exceed two percent (2%) of the aggregate voting rights in the Company (the “Company Shareholder Approval”), to consummate the Transactions. At a duly called transactions contemplated hereby and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)thereby. The execution and delivery by the Company of the Transaction Agreementsthis Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement or any of Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactionstransactions contemplated hereby and thereby, other than (assuming the accuracy of the representations and warranties in ‎Section 4.7 below) obtaining the case of Company Shareholder Approval for the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approvaltransactions contemplated hereby. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company andand at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally generally, and (b) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, and, subject to obtaining the Transaction Agreementsapproval of this Agreement by the requisite Company Shareholders required by the Charter Documents or applicable provisions of the GCL, to consummate the Transactions (the “Company Shareholder Approval”), to perform its covenants and obligations hereunder and thereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder Approval, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of Other than the Company were presentShareholder Approval, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of the Transaction Agreementsthis Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions Transactions, including the Merger, have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement or any Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactions, other than in the case of the consummation of including the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company and, at or before the Closing, the Company will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party. Subject to receipt of the Company Shareholder Approval, this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally and (b) is subject to general principles of equity (the “Enforceability Limitations”)Exceptions.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its covenants and obligations thereunder hereunder and, subject assuming the accuracy of the representation set forth in the case first sentence of Section 5.6 and, with respect to the Merger, subject to the satisfaction of the consummation of Minimum Condition following the Merger to obtaining the Requisite Stockholder ApprovalAcceptance Time, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”)transactions contemplated hereby. The execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder and hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition following the Acceptance Time, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder or the consummation of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approvaltransactions contemplated hereby. The Transaction Agreements have This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties theretoMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally generally, and (b) is subject to general principles of equity (collectively, the “Enforceability LimitationsExceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Offer, the Merger and the other transactions contemplated hereby upon the terms and subject to the conditions contained herein, and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority authority, and has taken all necessary corporate action required, to (a) execute and deliver this Agreement and the other Transaction Agreements, Documents to which it is a party; (b) perform its covenants and obligations thereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder Approval, to consummate the Transactions. At a duly called hereunder and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) thereunder; and (c) resolved consummate the Transactions (subject only to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting receipt of the Company Stockholders (the “Company Stockholder Meeting”Consent). The execution and delivery of this Agreement by the Company of the Transaction AgreementsCompany, the performance by the Company of its covenants and obligations thereunder hereunder, and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions on the part of the Company Company, other than receipt of the Stockholder Consent, are necessary to authorize (i) the execution and delivery of this Agreement and such other Transaction Documents by the Company of the Transaction Agreements, Company; (ii) the performance by the Company of its covenants and obligations thereunder hereunder and thereunder; or (iii) the consummation of the Transactions. Prior to the execution of this Agreement, the board of directors of the Company, by resolutions duly adopted at a meeting duly called and held or via unanimous written consent, has (A) approved and authorized the execution and delivery of this Agreement, (B) approved the consummation of the Transactions, other than in (C) determined that the case execution and delivery of this Agreement and the consummation of the MergerTransactions are advisable, (D) recommended that the Charter Amendment Seller, as the sole stockholder of the Company, approve and adopt this Agreement and the Bylaw AmendmentTransactions, obtaining and (E) directed that this Agreement and the Requisite Stockholder Approvalprincipal terms of the Transactions be submitted to the sole stockholder of the Company for its approval and adoption. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties theretoParties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally generally; and (by) is subject to general principles of equity (the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement, the Spin-Off Agreements and each other document to be entered into by the Company in connection with the transactions contemplated hereby and thereby (together, the “Company Transaction Agreements, to Documents”); (b) perform its covenants and obligations thereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder Approval, to consummate the Transactions. At a duly called hereunder and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) thereunder; and (c) resolved subject to recommend receiving the Requisite Stockholder Approvals (and making the corresponding filing of the Charter Amendmentamendment with the State of Delaware), consummate the Transactions, the Bylaw Amendment Spin-Off and the adoption other transactions contemplated by the Company Transaction Documents. The execution and delivery of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of the Transaction AgreementsCompany, the performance by the Company of its covenants and obligations thereunder hereunder, and the consummation by the Company of the Transactions have been, and the execution and delivery of the other Company Transaction Documents and the consummation of the transactions contemplated thereby has been or shall be duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate actions on the part of the Company or its stockholders are necessary to authorize (i) the execution and delivery of the Company Transaction Documents by the Company of the Transaction Agreements, Company; (ii) the performance by the Company of its covenants and obligations thereunder hereunder and thereunder; or (iii) subject to the receipt of the Requisite Stockholder Approvals (and making the corresponding filing of the Charter amendment with the State of Delaware), the consummation of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment Spin-Off and the Bylaw Amendmentother transactions contemplated by the Company Transaction Documents. This Agreement has been, obtaining and the Requisite Stockholder Approval. The other Company Transaction Agreements have been Documents shall be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent the Parent, this Agreement constitutes, and Acquisition Sub or the other parties theretoCompany Transaction Documents will constitute, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally generally; and (bB) is subject to general principles of equity (the foregoing (A) and (B), the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to execute and deliver the Transaction Agreementsthis Agreement, to perform its covenants and obligations thereunder and, subject in the case of the consummation of the Merger to obtaining the Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. At a meeting duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee)unanimously, upon the terms and subject to the conditions set forth herein, (ai) determined that the Transaction Agreements this Agreement and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), Merger are advisable and in the best interests of the Company and the Company Stockholders, (bii) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) this Agreement and (ciii) subject to Section 5.02 hereof, resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters matter be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of this Agreement, and, subject to obtaining the Transaction AgreementsRequisite Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware, the performance by the Company of its covenants and obligations thereunder hereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate actions proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of the Transaction Agreementsthis Agreement, the performance by the Company of its covenants and obligations thereunder hereunder or the consummation of the Transactionstransactions contemplated hereby, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder ApprovalApproval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. The Transaction Agreements have This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub or the other parties theretoSub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability Laws affecting or relating to creditors’ rights generally (whether now or hereafter in effect) and (b) is subject to general principles of equity (the “Enforceability Limitations”).