Common use of Representations and Warranties of Holdco Clause in Contracts

Representations and Warranties of Holdco. HoldCo represents and warrants to each Shareholder, as of the date of this Agreement and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such period: (a) It is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. It has all corporate power and authority to execute, deliver and perform this Agreement. The execution and delivery by it of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger) have been duly and validly authorized by it, and no other actions or proceedings on its part are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger). This Agreement has been duly executed and delivered by it and, assuming this Agreement constitutes a valid and binding obligation of each Shareholder, constitutes a legal, valid and binding agreement of it enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as would not, individually or in the aggregate, be expected to be adverse to its ability to timely perform any of its obligations hereunder in any material respect, the execution and delivery of this Agreement by it do not, and the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger), will not (a) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon its assets or properties under, any provision of (i) any contract, agreement or other instrument to which it is party or by which any of its assets or properties is bound, or (ii) any judgment, order, injunction, decree or Law applicable to it or its assets or properties, or (b) other than compliance with its obligations under Section 13(d) or any other applicable requirements under the Exchange Act, require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Entity or other third person. (c) The HoldCo Shares to be issued under this Agreement will, as of immediately prior to the Rollover Closing, have been duly and validly authorized and when issued and delivered in accordance with the terms hereof at the Rollover Closing, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of HoldCo. (d) At and immediately after the Rollover Closing, the authorized share capital of HoldCo shall consist of 500,000,000 HoldCo Shares, of which, assuming the due performance by each Shareholder of its obligations under this Agreement, the HoldCo Shares as set forth in Schedule A (as may be adjusted pursuant to the Interim Investors Agreement and to be recalculated based on the actual subscription price of each HoldCo Share) to be issued pursuant to the terms herein, together with the HoldCo Shares to be issued pursuant to the Support Agreement, any Additional Rollover Agreements (as defined under the Interim Investors Agreement) and the Equity Commitment Letters (as may be adjusted pursuant to the Interim Investors Agreement), shall be all of the HoldCo Shares outstanding at and immediately after the Rollover Closing. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing and except for the HoldCo Options and HoldCo RSU Awards to be issued pursuant to the Merger Agreement, at and immediately after the Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in HoldCo, (ii) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in HoldCo, (iii) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in HoldCo, and (iv) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of HoldCo. (e) Parent is wholly-owned by HoldCo. (f) Merger Sub is wholly-owned by Parent.

Representations and Warranties of Holdco. HoldCo represents and warrants to each Shareholder, as of the date of this Agreement and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such period: (a) It is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. It has all corporate power and authority to execute, deliver and perform this Agreement. The execution and delivery by it of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger) have been duly and validly authorized by it, and no other actions or proceedings on its part are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger). This Agreement has been duly executed and delivered by it and, assuming this Agreement constitutes a valid and binding obligation of each Shareholder, constitutes a legal, valid and binding agreement of it enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as would not, individually or in the aggregate, be expected to be adverse to its ability to timely perform any of its obligations hereunder in any material respect, the execution and delivery of this Agreement by it do not, and the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger), will not (a) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon its assets or properties under, any provision of (i) any contract, agreement or other instrument to which it is party or by which any of its assets or properties is bound, or (ii) any judgment, order, injunction, decree or Law applicable to it or its assets or properties, or (b) other than compliance with its obligations under Section 13(d) or any other applicable requirements under the Exchange Act, require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Entity or other third person. (c) The HoldCo Shares to be issued under this Agreement will, as of immediately prior to the Rollover Closing, have been duly and validly authorized and when issued and delivered in accordance with the terms hereof at the Rollover Closing, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of HoldCo. (d) At and immediately after the Rollover Closing, the authorized share capital of HoldCo shall consist of 500,000,000 HoldCo Shares, of which, assuming the due performance by each Shareholder of its obligations under this Agreement, the HoldCo Shares as set forth in Schedule A and the signature page of such Shareholder hereto (as may be adjusted pursuant to the Interim Investors Agreement and to be recalculated based on the actual subscription price of each HoldCo Share) to be issued pursuant to the terms herein, together with the HoldCo Shares to be issued pursuant to the Support Agreement, any Additional Rollover Agreements (as defined under the Interim Investors Agreement) and the Equity Commitment Letters (as may be adjusted pursuant to the Interim Investors Agreement), shall be all of the HoldCo Shares outstanding at and immediately after the Rollover Closing. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing and except for the HoldCo Options and HoldCo RSU Awards to be issued pursuant to the Merger Agreement, at and immediately after the Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in HoldCo, (ii) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in HoldCo, (iii) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in HoldCo, and (iv) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of HoldCo. (e) Parent is wholly-owned by HoldCo. (f) Merger Sub is wholly-owned by Parent.

Representations and Warranties of Holdco. HoldCo Holdco hereby represents and warrants to each Shareholder, Rollover Shareholder that as of the date of this Agreement hereof and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such period: (a) It Holdco is an exempted company duly incorporatedorganized, validly existing and in good standing under the Laws of the Cayman Islands. It Islands and has all corporate requisite power and authority to execute, execute and deliver this Agreement and to perform this Agreement. The execution and delivery by it of this Agreement, the performance by it of its obligations hereunder and the consummation by it of to consummate the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger) have been duly and validly authorized by it, and no other actions or proceedings on its part are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger)hereby. This Agreement has been duly and validly executed and delivered by it andHoldco, assuming and the execution, delivery and performance of this Agreement constitutes a valid by Holdco and binding obligation the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Holdco and no other corporate actions or proceedings on the part of Holdco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Assuming due authorization, execution and delivery by each Rollover Shareholder, constitutes a legal, valid and binding agreement obligation of it Holdco, enforceable against it Holdco in accordance with its terms, subject to the Bankruptcy except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) Except as would notfor the applicable requirements of the Exchange Act and Laws of the Cayman Islands, individually (i) no filing with, and no permit, authorization, consent or in approval of, any Governmental Authority is necessary on the aggregatepart of Holdco for the execution, be expected to be adverse to its ability to timely perform any of its obligations hereunder in any material respect, the execution delivery and delivery performance of this Agreement by it do not, and the performance by it of its obligations under this Agreement and Holdco or the consummation by it Holdco of the transactions contemplated by hereby, and (ii) neither the execution, delivery or performance of this Agreement by Holdco, nor the consummation by Holdco of the transactions contemplated hereby, nor compliance by Holdco with any of the provisions hereof shall (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger), will not (aA) conflict withwith or violate any provision of its organizational documents, or (B) result in any breach or violation or breach of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would become a default) under, or give rise to a right of, or result in, others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person underof, or result in the creation of a Lien on such property or asset of Holdco pursuant to any Lien upon its assets or properties under, any provision of (i) any contract, agreement or other instrument Contract to which it Holdco is a party or by which Holdco or any of its assets property or properties asset is boundbound or affected, or (iiC) violate any judgment, order, injunction, decree or Law applicable to it Holdco or any of its properties or assets or (D) otherwise require the consent or approval of any other person pursuant to any Contract binding on Holdco or its assets properties or properties, or (b) other than compliance with its obligations under Section 13(d) or any other applicable requirements under the Exchange Act, require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Entity or other third personassets. (c) The HoldCo At Closing, the Holdco Shares to be issued under this Agreement will, as of immediately prior to the Rollover Closing, shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof at the Rollover Closinghereof, will be validly issued, fully paid and nonassessablenonassessable ordinary shares of Holdco, free and clear of all Liensclaims, Liens and encumbrances, other than restrictions (i) arising under applicable securities Laws or the organizational documents of HoldCo. (dii) At and immediately after arising under any agreements entered into at or prior to the Rollover Closing, the authorized share capital of HoldCo shall consist of 500,000,000 HoldCo Shares, of which, assuming the due performance Closing by each Rollover Shareholder of its obligations under this Agreement, the HoldCo Shares as set forth in Schedule A (as may be adjusted pursuant to the Interim Investors transactions contemplated by the Merger Agreement and to be recalculated based on the actual subscription price of each HoldCo Share) to be issued pursuant to the terms herein, together with the HoldCo Shares to be issued pursuant to the Support Agreement, any Additional Rollover Agreements (as defined under the Interim Investors Agreement) and the Equity Commitment Letters (as may be adjusted pursuant to the Interim Investors Agreement), shall be all of the HoldCo Shares outstanding at and immediately after the Rollover Closing. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing and except for the HoldCo Options and HoldCo RSU Awards to be issued pursuant to the Merger Agreement, at and immediately after the Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in HoldCo, (ii) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in HoldCo, (iii) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in HoldCo, and (iv) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of HoldCoLetters. (e) Parent is wholly-owned by HoldCo. (f) Merger Sub is wholly-owned by Parent.

Representations and Warranties of Holdco. HoldCo Holdco represents and warrants to LMC Parent and each Shareholder, as of the date of this Agreement and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such periodShareholder that: (a) It Holdco has delivered to LMC Parent complete and correct copies of its Certificate of Incorporation and By-laws and the Holdco Rights Plan, if any, in each case as amended to September 22, 1995, including, without limitation, all certificates of designation. As of September 22, 1995, no amendments to any of the foregoing have been authorized, approved or adopted and there is an exempted company no commitment, arrangement or understanding by Holdco (other than pursuant to the Amended and Restated Merger Agreement) to effect any such amendment. All shares of Holdco LMC Common Stock which may be issued pursuant to Sections 4.1 or 4.2 of this Agreement or pursuant to the Option Agreement will be, when issued, duly incorporatedauthorized, validly existing issued, fully paid and in good standing under the Laws of the Cayman Islands. It nonassessable and not subject to preemptive rights. (b) Holdco has all requisite corporate power and authority to execute, deliver enter into this Agreement and perform this Agreementeach of the Additional Agreements to which it is contemplated to be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each such Additional Agreement by Holdco and the consummation by it of this Agreementthe Transactions have been duly authorized by all necessary corporate action. This Agreement has been, and when delivered at or prior to the Closing each of such Additional Agreements will have been, duly executed and delivered by Holdco and constitutes, or in the case of such Additional Agreements will as of the Closing constitute, a valid and binding obligation of Holdco, enforceable against Holdco in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Except as otherwise set forth in the Merger Agreement or in the Parent Disclosure Letter, the performance execution and delivery of this Agreement and each of the Additional Agreements to which it is contemplated to be a party by it of its obligations hereunder Holdco and the consummation by it of the transactions contemplated by this Agreement (excluding, for hereby and thereby and compliance with the avoidance of doubt, any obligations provisions hereof and transactions under or contemplated by the Merger Agreement, including the Merger) have been duly and validly authorized by it, and no other actions or proceedings on its part are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger). This Agreement has been duly executed and delivered by it and, assuming this Agreement constitutes a valid and binding obligation of each Shareholder, constitutes a legal, valid and binding agreement of it enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as would thereof will not, individually or in the aggregate, be expected to be adverse to its ability to timely perform any of its obligations hereunder in any material respect, the execution and delivery of this Agreement by it do not, and the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger), will not (a) conflict with, or result in any violation of or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, of termination, cancellation or acceleration of any obligation or to the loss of any a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon its any of the properties or assets of Holdco or properties any subsidiary of Holdco under, any provision of (i) the Certificate of Incorporation or By-laws of Holdco or the comparable organizational documents of any contractsubsidiary of Holdco, agreement or other instrument (ii) any Contract to which it Holdco or any subsidiary of Holdco is a party or by which any of its them or their respective properties or assets or properties is are bound, other than the Stock Agreements as to which no representation is being made or (iii) subject to the governmental filings and other matters referred to in Sections 3.01(d) and 3.02(d) of the Merger Agreement and in the following sentence, any Requirement of Law applicable to Holdco or any subsidiary of Holdco or their respective properties or assets, other than the Horizontal Rule as to which no representation is being made, and other than, in the case of clauses (ii) and (iii), any judgmentsuch conflicts, orderviolations, injunctiondefaults, decree rights or Law applicable to it Liens that individually or its assets in the aggregate would not (x) have a Parent Material Adverse Effect, (y) prevent Holdco or properties, or (b) other than compliance with any subsidiary of Holdco from performing its obligations under Section 13(d) this Agreement or any other applicable requirements under Additional Agreement in any material respect or (z) prevent or delay in any material respect the Exchange Actconsummation of any of the Transactions. Except as otherwise set forth in the Merger Agreement or in the Parent Disclosure Letter, require any consent no consent, approval, order or authorization of, or registration, declaration or filing with, notice to or permit from any Governmental Entity is required by or with respect to Holdco or any subsidiary of Holdco in connection with the execution and delivery of this Agreement or any applicable Additional Agreement by Holdco or the consummation by Holdco or any subsidiary of Holdco, as the case may be, of any of the Transactions, except for (i) filings under the HSR Act, (ii) such filings with, and orders of, the FCC as may be required under the Communications Laws in connection with the Transactions, (iii) approvals of cable franchising authorities and (iv) such other third personconsents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the Transactions or otherwise prevent Holdco or any subsidiary of Holdco from performing its obligations under this Agreement or any applicable Additional Agreement in any material respect or have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Holdco, none of Holdco or any of its Affiliates are party to any agreement with the Company, any of the Company's Affiliates, TCI or any of TCI's Affiliates that would require the consent, waiver or approval of or by Holdco or any of its Affiliates of the Mergers or for the consummation of any of the Transactions, or the execution, delivery or performance of the Merger Agreement, this Agreement or the Additional Agreements, other than the Stock Agreements. (c) The HoldCo Shares Except as disclosed in the Parent Disclosure Letter, as of September 22, 1995, there is no suit, action or proceeding (including any proceeding by or before the FCC) pending or, to the knowledge of Holdco, threatened against or affecting Holdco or any its Affiliates (and Holdco is not aware of any basis for any such suit, action or proceeding) that, individually or in the aggregate, could reasonably be issued expected to (i) prevent Holdco from performing its obligations under this Agreement willor any applicable Additional Agreement in any material respect, as or (ii) prevent or delay in any material respect the consummation of immediately prior to the Rollover Closing, have been duly and validly authorized and when issued and delivered in accordance with Mergers or any of the terms hereof at the Rollover Closing, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of HoldCoTransactions. (d) At As of September 22, 1995, and immediately after other than the Rollover ClosingHorizontal Rule, Holdco is not aware of any current or formally proposed Communications Law that would prevent any Shareholder from receiving, or would require any Shareholder to divest all or any part of, the authorized share capital TW Parent Common Stock issuable to such Shareholder in connection with the Mergers (assuming no exchange of HoldCo shall consist of 500,000,000 HoldCo Shares, of which, assuming the due performance by each Shareholder of its obligations under this Agreement, the HoldCo Shares as set forth in Schedule A (as may be adjusted such TW Parent Common Stock pursuant to the Interim Investors Agreement and to be recalculated based on the actual subscription price of each HoldCo Share) to be issued pursuant to the terms herein, together with the HoldCo Shares to be issued pursuant to the Support Agreement, any Additional Rollover Agreements (as defined under the Interim Investors Agreement) and the Equity Commitment Letters (as may be adjusted pursuant to the Interim Investors AgreementSection 4.1), shall be all of the HoldCo Shares outstanding at and immediately after the Rollover Closing. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing and except for the HoldCo Options and HoldCo RSU Awards to be issued pursuant to the Merger Agreement, at and immediately after the Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in HoldCo, (ii) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in HoldCo, (iii) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in HoldCo, and (iv) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of HoldCo. (e) Parent No broker, investment banker, financial advisor or other person, other than Morgan Stanley & Co., Incorporated and Bear, Stearns & Co. Xxx., xxx xxxs and expenses of which will be xxxx xy Old TW, is wholly-owned entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the Transactions based upon arrangements made by HoldCoor on behalf of Old TW or Holdco. (f) Merger Sub is wholly-owned by Parent.

Representations and Warranties of Holdco. HoldCo represents and warrants to each Shareholderof the CBRG Sponsor, CBRG and the Company as follows: a. HoldCo is a corporation, limited liability company or other applicable business entity duly organized or formed, as of the date of this Agreement and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such period: (a) It is an exempted company duly incorporatedapplicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). b. HoldCo has the Cayman Islands. It has all corporate requisite corporate, limited liability company or other similar power and authority to executeperform its covenants, deliver agreements and perform this Agreement. The execution and delivery by it of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement (excludingincluding, for the avoidance of doubt, any those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement), and to consummate the transactions under contemplated hereby. The execution and delivery of this Agreement has been duly authorized by all necessary corporate or contemplated by other action on the Merger Agreement, including the Merger) have part of HoldCo. This Agreement has been duly and validly authorized executed and delivered by itHoldCo and constitutes a valid, legal and no binding agreement of HoldCo (assuming that this Agreement is duly authorized, executed and delivered by the other actions Parties), enforceable against HoldCo in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or proceedings other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). c. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of HoldCo with respect to its part are necessary to authorize the execution and execution, delivery by it of this Agreement, the or performance by it of its covenants, agreements or obligations hereunder or the consummation by it of the transactions contemplated by under this Agreement (excludingincluding, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Business Combination Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by Business Combination Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the CBRG Plan of Merger and such other documents as may be required in accordance with the applicable provisions of the Cayman Companies Law or by any obligations and transactions under other applicable Law to make the CBRG Merger effective, (iv) the filing of the Company Certificate of Merger, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings expressly contemplated by the Merger Business Combination Agreement, including or the Merger). This Agreement has been duly executed and delivered by it andabsence of which would not adversely affect the ability of HoldCo to perform, assuming this Agreement constitutes a valid and binding obligation of each Shareholderor otherwise comply with, constitutes a legal, valid and binding agreement of it enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as would not, individually or in the aggregate, be expected to be adverse to its ability to timely perform any of his, her or its covenants, agreements or obligations hereunder in any material respect, . d. None of the execution and or delivery of this Agreement by it do notHoldCo, and the performance by it HoldCo of any of its covenants, agreements or obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement (excludingincluding, for the avoidance of doubt, any those covenants, agreements and obligations and under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions under contemplated hereby will, directly or contemplated by the Merger Agreement, including the Merger), will not indirectly (awith or without due notice or lapse of time or both) conflict with, or (i) result in any breach of any provision of HoldCo’s Governing Documents, (ii) result in a violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which HoldCo is a right ofparty, (iii) violate, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit constitute a breach under, any Order or applicable Law to increasedwhich HoldCo or any of its properties or assets are bound or (iv) other than the restrictions contemplated by this Agreement, additionalthe Business Combination Agreement or any other Ancillary Document, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon its assets the HoldCo Shares (other than as expressly provided under this Agreement), except, in the case of any of clauses (ii) and (iii) above, as would not to adversely affect the ability of HoldCo to perform, or properties underotherwise comply with, any provision of (i) any contract, agreement or other instrument to which it is party or by which any of its assets covenants, agreements or properties obligations hereunder in any material respect. e. As of the date hereof, there is boundno Proceeding pending or, to HoldCo’s knowledge, threatened against HoldCo or any of its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of HoldCo to perform, or (ii) otherwise comply with, any judgmentof its covenants, orderagreements or obligations under this Agreement in any material respect. f. As of the date hereof, injunction, decree there is no Order or Law applicable to it issued by any court of competent jurisdiction or its assets or propertiesother Governmental Entity, or (b) other than compliance with legal restraint or prohibition relating to HoldCo or any of its Affiliates that would reasonably be expected to adversely affect the ability of HoldCo to perform, or otherwise comply with, any of its covenants, agreements or obligations under Section 13(d) this Agreement in any material respect. g. In entering into this Agreement, XxxxXx has relied solely on its own investigation and analysis and the representations and warranties of the CBRG Sponsor expressly set forth in this Agreement and no other representations or warranties of the CBRG Sponsor or any other applicable requirements under Person, either express or implied, and HoldCo, on its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the Exchange Act, require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Entity or other third person. (c) The HoldCo Shares to be issued under representations and warranties of the CBRG Sponsor expressly set forth in this Agreement willand the representations and warranties of the other Persons expressly set forth in the Business Combination Agreement and the other Ancillary Documents, as none of immediately prior the CBRG Sponsor or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to the Rollover Closing, have been duly and validly authorized and when issued and delivered in accordance with the terms hereof at the Rollover Closing, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of HoldCo. (d) At and immediately after the Rollover Closing, the authorized share capital of HoldCo shall consist of 500,000,000 HoldCo Shares, of which, assuming the due performance by each Shareholder of its obligations under this Agreement, the HoldCo Shares as set forth in Schedule A (as may be adjusted pursuant to Business Combination Agreement or the Interim Investors Agreement and to be recalculated based on other Ancillary Documents or the actual subscription price of each HoldCo Share) to be issued pursuant to the terms herein, together with the HoldCo Shares to be issued pursuant to the Support Agreement, any Additional Rollover Agreements (as defined under the Interim Investors Agreement) and the Equity Commitment Letters (as may be adjusted pursuant to the Interim Investors Agreement), shall be all of the HoldCo Shares outstanding at and immediately after the Rollover Closing. Except as set forth in the preceding sentence transactions contemplated hereby or otherwise agreed to by the Parties in writing and except for the HoldCo Options and HoldCo RSU Awards to be issued pursuant to the Merger Agreement, at and immediately after the Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in HoldCo, (ii) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in HoldCo, (iii) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in HoldCo, and (iv) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of HoldCothereby. (e) Parent is wholly-owned by HoldCo. (f) Merger Sub is wholly-owned by Parent.

Representations and Warranties of Holdco. HoldCo represents and warrants to each Shareholderof the Insiders, ARYA and the Company as follows: a. HoldCo is a corporation, limited liability company or other applicable business entity duly organized or formed, as of the date of this Agreement and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such period: (a) It is an exempted company duly incorporatedapplicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). b. HoldCo has the Cayman Islands. It has all corporate requisite corporate, limited liability company or other similar power and authority to executeperform its covenants, deliver agreements and perform this Agreement. The execution and delivery by it of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement (excludingincluding, for the avoidance of doubt, any those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement), and to consummate the transactions under contemplated hereby. The execution and delivery of this Agreement has been duly authorized by all necessary corporate or contemplated by other action on the Merger Agreement, including the Merger) have part of HoldCo. This Agreement has been duly and validly authorized executed and delivered by itHoldCoand constitutes a valid, legal and no binding agreement of HoldCo (assuming that this Agreement is duly authorized, executed and delivered by the other actions Parties), enforceable against such HoldCoin accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or proceedings other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). c. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of HoldCo with respect to its part are necessary to authorize the execution and execution, delivery by it of this Agreement, the or performance by it of its covenants, agreements or obligations hereunder or the consummation by it of the transactions contemplated by under this Agreement (excludingincluding, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Business Combination Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit the HoldCo Shares to be issued in connection with the transactions contemplated by Business Combination Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) the filing of the ARYA Plan of Merger and such other documents as may be required in accordance with the applicable provisions of the Cayman Companies Law or by any obligations and transactions under other applicable Law to make the ARYA Merger effective, (iv) the filing of the Company Certificate of Merger, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings expressly contemplated by the Merger Business Combination Agreement, including or the Merger). This Agreement has been duly executed and delivered by it andabsence of which would not adversely affect the ability of HoldCo to perform, assuming this Agreement constitutes a valid and binding obligation of each Shareholderor otherwise comply with, constitutes a legal, valid and binding agreement of it enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as would not, individually or in the aggregate, be expected to be adverse to its ability to timely perform any of his, her or its covenants, agreements or obligations hereunder in any material respect, . d. None of the execution and or delivery of this Agreement by it do notHoldCo, and the performance by it HoldCo of any of its covenants, agreements or obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement (excludingincluding, for the avoidance of doubt, any those covenants, agreements and obligations and under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions under contemplated hereby will, directly or contemplated by the Merger Agreement, including the Merger), will not indirectly (awith or without due notice or lapse of time or both) conflict with, or (i) result in any breach of any provision of HoldCo’s Governing Documents, (ii) result in a violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which HoldCo is a right ofparty, (iii) violate, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit constitute a breach under, any Order or applicable Law to increasedwhich HoldCo or any of its properties or assets are bound or (iv) other than the restrictions contemplated by this Agreement, additionalthe Business Combination Agreement or any other Ancillary Document, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon its assets the HoldCo Shares (other than as expressly provided under this Agreement), except, in the case of any of clauses (ii) and (iii) above, as would not to adversely affect the ability of HoldCo to perform, or properties underotherwise comply with, any provision of (i) any contract, agreement or other instrument to which it is party or by which any of its assets covenants, agreements or properties obligations hereunder in any material respect. e. As of the date hereof, there is boundno Proceeding pending or, to HoldCo’s knowledge, threatened against HoldCo or any of its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of HoldCo to perform, or (ii) otherwise comply with, any judgmentof its covenants, orderagreements or obligations under this Agreement in any material respect. f. As of the date hereof, injunction, decree there is no Order or Law applicable to it issued by any court of competent jurisdiction or its assets or propertiesother Governmental Entity, or (b) other than compliance with legal restraint or prohibition relating to HoldCo or any of its Affiliates that would reasonably be expected to adversely affect the ability of HoldCo to perform, or otherwise comply with, any of its covenants, agreements or obligations under Section 13(d) this Agreement in any material respect. g. In entering into this Agreement, HoldCo has relied solely on its own investigation and analysis and the representations and warranties of the Insiders expressly set forth in this Agreement and no other representations or warranties of the Insiders or any other applicable requirements under Person, either express or implied, and HoldCo, on its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the Exchange Act, require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Entity or other third person. (c) The HoldCo Shares to be issued under representations and warranties of the Insiders expressly set forth in this Agreement willand the representations and warranties of the other Persons expressly set forth in the Business Combination Agreement and the other Ancillary Documents, as none of immediately prior the Insiders or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to the Rollover Closing, have been duly and validly authorized and when issued and delivered in accordance with the terms hereof at the Rollover Closing, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of HoldCo. (d) At and immediately after the Rollover Closing, the authorized share capital of HoldCo shall consist of 500,000,000 HoldCo Shares, of which, assuming the due performance by each Shareholder of its obligations under this Agreement, the HoldCo Shares as set forth in Schedule A (as may be adjusted pursuant to Business Combination Agreement or the Interim Investors Agreement and to be recalculated based on other Ancillary Documents or the actual subscription price of each HoldCo Share) to be issued pursuant to the terms herein, together with the HoldCo Shares to be issued pursuant to the Support Agreement, any Additional Rollover Agreements (as defined under the Interim Investors Agreement) and the Equity Commitment Letters (as may be adjusted pursuant to the Interim Investors Agreement), shall be all of the HoldCo Shares outstanding at and immediately after the Rollover Closing. Except as set forth in the preceding sentence transactions contemplated hereby or otherwise agreed to by the Parties in writing and except for the HoldCo Options and HoldCo RSU Awards to be issued pursuant to the Merger Agreement, at and immediately after the Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in HoldCo, (ii) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in HoldCo, (iii) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in HoldCo, and (iv) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of HoldCothereby. (e) Parent is wholly-owned by HoldCo. (f) Merger Sub is wholly-owned by Parent.

Representations and Warranties of Holdco. HoldCo represents and warrants to each Shareholder, as of the date of this Agreement and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such period: (a) It is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. It has all corporate power and authority to execute, deliver and perform this Agreement. The execution and delivery by it of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger) have been duly and validly authorized by it, and no other actions or proceedings on its part are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger). This Agreement has been duly executed and delivered by it and, assuming this Agreement constitutes a valid and binding obligation of each Shareholder, constitutes a legal, valid and binding agreement of it enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as would not, individually or in the aggregate, be expected to be adverse to its ability to timely perform any of its obligations hereunder in any material respect, the execution and delivery of this Agreement by it do not, and the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger), will not (a) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon its assets or properties under, any provision of (i) any contract, agreement or other instrument to which it is party or by which any of its assets or properties is bound, or (ii) any judgment, order, injunction, decree or Law applicable to it or its assets or properties, or (b) other than compliance with its obligations under Section 13(d) or any other applicable requirements under the Exchange Act, require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Entity or other third person. (c) The HoldCo Shares to be issued under this Agreement will, as of immediately prior to the Rollover Closing, have been duly and validly authorized and when issued and delivered in accordance with the terms hereof at the Rollover Closing, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of HoldCo. (d) At and immediately after the Rollover Closing, the authorized share capital of HoldCo shall consist of 500,000,000 HoldCo Shares, of which, assuming the due performance by each Shareholder of its obligations under this Agreement, the HoldCo Shares as set forth in Schedule A (as may be adjusted pursuant to the Interim Investors Agreement and to be recalculated based on the actual subscription price of each HoldCo Share) to be issued pursuant to the terms herein, together with the HoldCo Shares to be issued pursuant to the Support Agreement, any Additional Rollover Agreements (as defined under the Interim Investors Agreement) and the Equity Commitment Letters (as may be adjusted pursuant to the Interim Investors Agreement), shall be all of the HoldCo Shares outstanding at and immediately after the Rollover Closing. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing and except for the HoldCo Options and HoldCo RSU Awards to be issued pursuant to the Merger Agreement, at and immediately after the Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in HoldCo, (ii) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in HoldCo, (iii) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in HoldCo, and (iv) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of HoldCo. (e) Parent is wholly-owned by HoldCo. (f) Merger Sub is wholly-owned by Parent.

Representations and Warranties of Holdco. HoldCo 2.1. Holdco hereby represents and warrants to each Shareholder, the Investor as of the date of this Agreement and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such periodfollows: (a) It is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. It has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement. The execution and delivery by it of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger) have been duly and validly authorized by it, and no other actions or proceedings on its part are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger). This Agreement has been duly executed and delivered by it and, assuming this Agreement and constitutes a valid and binding obligation of each Shareholder, constitutes a legal, its valid and binding agreement of it enforceable against it in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionsimilar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Except as would not, individually or in the aggregate, be expected to be adverse to its ability to timely perform any Upon consummation of its obligations hereunder in any material respecttransactions contemplated by this Agreement, the execution shares of Common Stock issued to the Investor as set forth on Schedule I will be duly authorized, validly issued, fully paid and nonassessable and will be free of all preemptive rights and any other liens, claims, charges or other encumbrances other than restrictions under the Stockholders Agreement and applicable federal and state securities laws. (c) The execution, delivery and performance of this Agreement by it do not, Holdco does not and the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger), will not (ai) conflict withrequire it to obtain any consents, registrations, approvals, permits or authorizations from or to deliver any notice or make any report or other filing with any domestic or foreign governmental or regulatory authority, agency, commission body, court or other legislative, executive or judiciary government entity (except such as may have previously been obtained or is permitted to be, and will be, filed or made promptly following the date hereof) or (ii) constitute or result in any a breach or violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of a lien or encumbrance on any Lien upon of its assets or properties under, any provision of pursuant to (iA) any contractbond, agreement debenture, note or other instrument evidence of indebtedness of it or any indenture or other material agreement to which it is a party or by which it is bound or to which any of its assets or properties is boundproperty may be subject, (B) any law affecting Holdco, or (iiC) any judgment, order, injunction, decree or Law applicable to it or its assets or properties, or (b) other than compliance with its obligations under Section 13(d) or any other applicable requirements under the Exchange Act, require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Entity or other third personorganizational documents of Holdco. (cd) The HoldCo Shares to be issued It is a corporation duly organized, existing and in good standing, under this Agreement will, as the laws of immediately prior to its state of incorporation. (e) At the Rollover Closing, Holdco will have been duly and validly an adequate amount of authorized and when issued and delivered shares of Common Stock to effect the issuance of the Purchased Shares in accordance with this Agreement. At the terms hereof at the Rollover Closing, all outstanding shares of Common Stock will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under will be issued in compliance with applicable securities Laws laws or exemptions therefrom and will not be subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right or any similar right under any provision of applicable law, the organizational documents of HoldCo. (d) At Holdco or any contract with which Holdco is otherwise bound other than restrictions under the Stockholders Agreement and immediately after applicable federal and state securities laws. All of the Rollover Closingshares of Common Stock, including the authorized share capital of HoldCo shall consist of 500,000,000 HoldCo Purchased Shares, of which, assuming the due performance by each Shareholder of its obligations under this Agreement, the HoldCo Shares as set forth in Schedule A (as may be adjusted pursuant issued at or prior to the Interim Investors Agreement and Closing (other than shares of Common Stock issued on May 19, 2010 to be recalculated based on the actual subscription price of each HoldCo Sharecapitalize Holdco in a de minimis amount) to will be issued pursuant at the same price per share and will be the same class and have the same terms (subject to the terms herein, together with the HoldCo Shares to be issued pursuant to the Support Agreement, any Additional Rollover Agreements (as defined under the Interim Investors Agreement) and the Equity Commitment Letters (as may be adjusted pursuant to the Interim Investors Stockholders Agreement), shall be all of the HoldCo Shares outstanding at and immediately after the Rollover Closing. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing and except for the HoldCo Options and HoldCo RSU Awards to be issued pursuant to the Merger Agreement, at and immediately after the Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in HoldCo, (ii) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in HoldCo, (iii) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in HoldCo, and (iv) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of HoldCo. (e) Parent is wholly-owned by HoldCo. (f) Merger Sub is wholly-owned by Parent.

Representations and Warranties of Holdco. HoldCo Holdco hereby represents and warrants to each Shareholder, as of the date of this Agreement and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such periodStockholder that: (a) It is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. It has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement. The execution and delivery by it of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger) have been duly and validly authorized by it, and no other actions or proceedings on its part are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger). This Agreement has been duly executed and delivered by it and, assuming this Agreement and constitutes a valid and binding obligation of each Shareholder, constitutes a legal, its valid and binding agreement of it enforceable against it in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionsimilar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Except as would not, individually or in the aggregate, be expected to be adverse to its ability to timely perform any Upon consummation of its obligations hereunder in any material respecttransactions contemplated by this Agreement, the execution Holdco Shares will be duly authorized, validly issued, fully paid and nonassessable and will be free of all preemptive rights and any other liens, claims, charges or other encumbrances other than restrictions under the Stockholders Agreement and applicable federal and state securities laws. (c) The execution, delivery and performance of this Agreement by it do not, Holdco does not and the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger), will not (ai) conflict withrequire it to obtain any consents, registrations, approvals, permits or authorizations from or to deliver any notice or make any report or other filing with any domestic or foreign governmental or regulatory authority, agency, commission body, court or other legislative, executive or judiciary government entity (except such as may have previously been obtained or is permitted to be, and will be, filed or made promptly following the date hereof) or (ii) constitute or result in any a breach or violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of a lien or encumbrance on any Lien upon of its assets or properties under, any provision of pursuant to (iA) any contractbond, agreement debenture, note or other instrument evidence of indebtedness of it or any indenture or other material agreement to which it is a party or by which he, she or it is bound or to which any of its assets or properties is boundproperty may be subject, (B) any Law affecting Holdco, or (iiC) any judgment, order, injunction, decree or Law applicable to it or its assets or properties, or (b) other than compliance with its obligations under Section 13(d) or any other applicable requirements under the Exchange Act, require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Entity or other third personorganizational documents of Holdco. (cd) The HoldCo Shares to be issued It is a corporation duly organized, existing and in good standing, under this Agreement will, as the laws of immediately prior to its state of incorporation. (e) At the Rollover Contribution Closing, Holdco will have been duly and validly an adequate amount of authorized and when issued and delivered shares of Holdco Common Stock to effect the issuance of the Holdco Shares in accordance with this Agreement. At the terms hereof at the Rollover Contribution Closing, all outstanding shares of Holdco Common Stock will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under will be issued in compliance with applicable securities Laws laws or exemptions therefrom and will not be subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right or any similar right under any provision of applicable law, the organizational documents of HoldCo. (d) At and immediately after Holdco or any contract with which Holdco is otherwise bound other than restrictions under the Rollover ClosingStockholders Agreement. All of the shares of Holdco Common Stock, including the authorized share capital of HoldCo shall consist of 500,000,000 HoldCo Holdco Shares, of which, assuming the due performance by each Shareholder of its obligations under this Agreement, the HoldCo Shares as set forth in Schedule A (as may be adjusted pursuant issued at or prior to the Interim Investors Agreement and Contribution Closing (other than shares of Holdco Common Stock issued on May 19, 2010 to be recalculated based on the actual subscription price of each HoldCo Sharecapitalize Holdco in a de minimis amount) to will be issued pursuant at the same price per share and will be the same class and have the same terms (subject to the terms herein, together with the HoldCo Shares to be issued pursuant to the Support Agreement, any Additional Rollover Agreements (as defined under the Interim Investors Agreement) and the Equity Commitment Letters (as may be adjusted pursuant to the Interim Investors Stockholders Agreement), shall be all of the HoldCo Shares outstanding at and immediately after the Rollover Closing. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing and except for the HoldCo Options and HoldCo RSU Awards to be issued pursuant to the Merger Agreement, at and immediately after the Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in HoldCo, (ii) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in HoldCo, (iii) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in HoldCo, and (iv) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of HoldCo. (e) Parent is wholly-owned by HoldCo. (f) Merger Sub is wholly-owned by Parent.

Representations and Warranties of Holdco. HoldCo Holdco hereby represents and warrants to each Shareholder, Rollover Shareholder that as of the date of this Agreement hereof and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such period: (a) It Holdco is an exempted company duly incorporatedorganized, validly existing and in good standing under the Laws of the Cayman Islands. It British Virgin Islands and has all corporate requisite power and authority to execute, execute and deliver this Agreement and to perform this Agreement. The execution and delivery by it of this Agreement, the performance by it of its obligations hereunder and the consummation by it of to consummate the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger) have been duly and validly authorized by it, and no other actions or proceedings on its part are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger)hereby. This Agreement has been duly and validly executed and delivered by it andXxxxxx, assuming and the execution, delivery and performance of this Agreement constitutes a valid by Xxxxxx and binding obligation the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Holdco and no other corporate actions or proceedings on the part of Holdco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Assuming due authorization, execution and delivery by each Rollover Shareholder, this Agreement constitutes a legal, valid and binding agreement obligation of it Holdco, enforceable against it Holdco in accordance with its terms, subject to the Bankruptcy except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) Except as would notfor the applicable requirements of the Exchange Act and Laws of British Virgin Islands, individually (i) no filing with, and no permit, authorization, consent or in approval of, any Governmental Authority is necessary on the aggregatepart of Holdco for the execution, be expected to be adverse to its ability to timely perform any of its obligations hereunder in any material respect, the execution delivery and delivery performance of this Agreement by it do not, and the performance by it of its obligations under this Agreement and Holdco or the consummation by it Holdco of the transactions contemplated by hereby, and (ii) neither the execution, delivery or performance of this Agreement by Holdco, nor the consummation by Holdco of the transactions contemplated hereby, nor compliance by Holdco with any of the provisions hereof shall (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger), will not (aA) conflict withwith or violate any provision of its organizational documents, or (B) result in any breach or violation or breach of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would become a default) under, or give rise to a right of, or result in, others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person underof, or result in the creation of a Lien on such property or asset of Holdco pursuant to any Lien upon its assets or properties under, any provision of (i) any contract, agreement or other instrument contract to which it Holdco is a party or by which Holdco or any of its assets property or asset is bound or affected, (C) violate any Law applicable to Holdco or any of its properties is boundor assets, or (iiD) otherwise require the consent or approval of any judgment, order, injunction, decree or Law applicable other person pursuant to it any Contract binding on Holdco or its assets properties or properties, or (b) other than compliance with its obligations under Section 13(d) or any other applicable requirements under the Exchange Act, require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Entity or other third personassets. (c) The HoldCo At the Rollover Closing, the Holdco Shares to be issued under this Agreement will, as of immediately prior to the Rollover Closing, shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof at the Rollover Closinghereof, will be validly issued, fully paid and nonassessablenonassessable ordinary shares of Holdco, free and clear of all Liens, other than restrictions arising under (i) applicable securities Laws Laws, (ii) any agreements entered into at or prior to the Rollover Closing by each Rollover Shareholder pursuant to the transactions contemplated by the Merger Agreement and the Financing Documents, or (iii) the organizational documents of HoldCoHoldco. (d) At and immediately after the Rollover Closing, the authorized share capital of HoldCo shall consist of 500,000,000 HoldCo Shares, of which, assuming the due performance by each Shareholder of its obligations under this Agreement, the HoldCo Shares as set forth in Schedule A (as may be adjusted pursuant to the Interim Investors Agreement and to be recalculated based on the actual subscription price of each HoldCo Share) to be issued pursuant to the terms herein, together with the HoldCo Shares to be issued pursuant to the Support Agreement, any Additional Rollover Agreements (as defined under the Interim Investors Agreement) and the Equity Commitment Letters (as may be adjusted pursuant to the Interim Investors Agreement), shall be all of the HoldCo Shares outstanding at and immediately after the Rollover Closing. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing and except for the HoldCo Options and HoldCo RSU Awards to be issued pursuant to the Merger Agreement, at and immediately after the Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in HoldCo, (ii) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in HoldCo, (iii) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in HoldCo, and (iv) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of HoldCo. (e) Parent is wholly-owned by HoldCo. (f) Merger Sub is wholly-owned by Parent.