Common use of REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and each of Parent and Merger Sub have the limited liability company or corporate power and authority, as the case may be, to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware, and each of Parent and the Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and constitutes the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations obligation of each of Parent and Merger Sub, are enforceable against each of them in accordance with their its terms, subject to except that such enforceability (i) may be limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and other similar Legal Requirements of general applicability laws affecting or relating to or affecting creditors’ rightsrights generally and (ii) is subject to rules of law governing specific performance, injunctive relief and other equitable remedies and general principles of equity. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and nor the Merger Agreement consummation by each of Parent and Merger Sub, and the consummation Sub of the transactions contemplated by this Agreement and the Merger Agreementhereby will violate, will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, or result in a the breach of, of or constitute a default on (or an event which with notice or lapse of time or both would become a default) under, or result in the part termination of, or accelerate the performance required by, or result in a right of Parent termination or Merger Sub under acceleration under, any contract, trust, commitment, agreement, understanding, arrangement or restriction other instrument of any kind to which either Parent or Merger Sub is a party or by which either Parent’s or Merger Sub’s properties or assets are bound. The consummation by Parent and Merger Sub of the transactions contemplated hereby will not (i) violate any provision of any judgment, order or decree applicable to Parent or Merger Sub or their respective assets are bound(ii) require any consent, except for such violationsapproval or notice under any statute, defaults law, rule or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by regulation applicable to either Parent or Merger Sub or any of their obligations Sub, other than (x) as required under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act and the rules and regulations promulgated thereunder and (including y) where the filing with the SEC of the Offer Documents), state takeover laws, the DGCL failure to obtain such consents or the HSR Act and any filing, notification approvals or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization in which it is incorporated, and each of Parent and Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, corporate authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement Sub and the Merger Agreement constitute legal, constitutes a valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each obligation of Parent and Merger Sub, are Sub enforceable against each of them in accordance with their its terms, subject to the effects of bankruptcy, insolvency (including all Legal Requirements relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium and other similar Legal Requirements of general applicability laws relating to or affecting creditors’ rightsrights generally and general equitable principles. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the The execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, the performance by Parent and Merger Sub of their obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement hereby does not and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, not result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default on under, or conflict with (i) any provisions of the part organizational documents of Parent or Merger Sub under or (ii) any contractjudgment, trustOrder, commitmentdecree, agreementstatute, understandingLaw, arrangement rule or restriction of any kind regulation to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL assets is subject or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreementbound.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly represent and severally, represents and warrants warrant to Stockholder the Shareholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization and each its incorporation. Each of Parent and Merger Sub have the limited liability company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or corporate power and authority, as the case may be, leasing of property or assets or its conduct of business requires it to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreementbe so qualified. (b) This Agreement Each of Parent and Merger Sub has the corporate power and authority to execute, deliver and perform its obligations under this Agreement. Each of Parent and Merger Agreement have been Sub has duly authorized, executed and delivered this Agreement. This Agreement has been duly authorized by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations all necessary corporate action of each of Parent and Merger Sub. This Agreement is each of Parent’s and Merger Sub’s valid and legally binding obligation, are enforceable against each of them in accordance with their terms, subject to its terms (except as enforcement may be limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Legal Requirements laws of general applicability relating to or affecting creditors’ rightsrights or by general equity principles). (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification No consent or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violationof, or a defaultfiling or registration with, any Governmental Entity or with any third party are required to be made or obtained by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; in connection with the execution, delivery or (b) conflict with, result in a breach of, or constitute a default on the part of performance by Parent or and Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of this Agreement except for the filing with the SEC of any kind Schedule 13D or any amendments thereto, filings under Section 16 of the Exchange Act and filings under the HSR Act. (d) The execution, delivery and performance of this Agreement by Parent and Merger Sub does not and will not constitute (i) a violation of any Law or any judgment, decree or order to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act properties is subject or bound or (including the filing with the SEC of the Offer Documents)ii) a breach or violation of, state takeover lawsor a default under, the DGCL Certificate of Incorporation or By-laws of Parent or the HSR Act and any filing, notification Articles of Incorporation or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Bylaws of Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity are a corporation, both duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its the jurisdiction of organization its organization, and each of Parent and Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute enter into and deliver and to perform their its obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming the due authorization, execution and delivery of this Agreement and on behalf of Stockholder, constitutes the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (including all Legal Requirements relating to fraudulent transfers)ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and similar Legal Requirements of general applicability relating to or affecting creditors’ rightsother equitable remedies. (c) Assuming compliance with the applicable provisions Except for violations and defaults that would not adversely affect Parent’s or Merger Sub’s ability to perform any of its obligations under, or consummate any of the HSR Acttransactions contemplated by, if applicable, and any applicable filing, notification this Agreement or approval in any foreign jurisdiction required by Antitrust Lawsthe Merger Agreement, the execution and delivery of this Agreement and or the Merger Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby or thereby will not: (a) not cause a violation, or a default, violation by Parent or Merger Sub of any Legal Requirement or decree, order or judgment legal requirement applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, Sub is required to make any filing with or give any notice to, or to obtain any consent or approval from, from any Person at or prior to the consummation of Offer Closing Time or the transactions contemplated Effective Time in connection with the execution and delivery of this Agreement or and the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of any of the Offer, the Merger and the other transactions contemplated by this Agreement or the Merger Agreement, except: (i) as may be required by the Exchange Act, General Corporation Law of the State of Delaware (the “DGCL”) or other than applicable Laws; or (ii) where the failure to make any such filings, notifications, approvals, notices filing or consents that, if obtain any such consent would not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent adversely affect Parent’s or Merger Sub of Sub’s ability to perform any of their its obligations under under, or consummate any of the transactions contemplated by, this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder each Shareholder as follows: (a) Each of Parent and Merger Sub is a an Entity entity duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and each of Parent and Merger Sub have the limited liability company or corporate power and authority, as the case may be, to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements legal requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rightsrights and subject to general principles of equity. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (ai) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement applicable legal requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (bii) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer DocumentsProxy Statement), state takeover any “anti-takeover” laws, the DGCL or DGCL, in connection with the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement. (d) This Agreement is substantially identical in form to all similar agreements entered into by either Parent or Merger Sub or any of their affiliates with other shareholders of the Company with respect to their similar agreements.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder Shareholder as follows: (a) Each of Parent and Merger Sub is an Entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and each of Parent and Merger Sub have the limited liability company or corporate power and authority, as the case may be, to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rightsrights and subject to general principles of equity. (c) Assuming receipt of the FCC Consent, compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (ai) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (bii) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer DocumentsProxy Statement), state takeover lawsTakeover Laws, the DGCL MBCA, in connection with the FCC Consent or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder the Stockholders as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization in which it is incorporated, and each of Parent and Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, corporate authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement Sub and the Merger Agreement constitute legal, constitutes a valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each obligation of Parent and Merger Sub, are Sub enforceable against each of them in accordance with their its terms, subject to the effects of bankruptcy, insolvency (including all Legal Requirements relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium and other similar Legal Requirements of general applicability laws relating to or affecting creditors’ rightsrights generally and general equitable principles (whether considered in a proceeding in equity or at law). (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, the performance by Parent and Merger Sub of their obligations hereunder nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby will not: (ai) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default on under, or conflict with (A) any provisions of the part organizational documents of Parent or Merger Sub under or (B) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either such Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violationsor (ii) subject to compliance with filing requirements as may be required under applicable securities laws, defaults violate, or conflicts as would notrequire any consent, individually approval, or in the aggregatenotice under, prevent any provision of any judgment, order, decree, statute, law, rule or materially delay the performance by either regulation applicable to Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreementassets.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly represent and severally, represents and warrants warrant to the Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization and each its incorporation. Each of Parent and Merger Sub have the limited liability company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or corporate power and authority, as the case may be, leasing of property or assets or its conduct of business requires it to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreementbe so qualified. (b) This Agreement Each of Parent and Merger Sub has the corporate power and authority to execute, deliver and perform its obligations under this Agreement. Each of Parent and Merger Agreement have been Sub has duly authorized, executed and delivered this Agreement. This Agreement has been duly authorized by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations all necessary corporate action of each of Parent and Merger Sub. This Agreement is each of Parent’s and Merger Sub’s valid and legally binding obligation, are enforceable against each of them in accordance with their terms, subject to its terms (except as enforcement may be limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Legal Requirements laws of general applicability relating to or affecting creditors’ rightsrights or by general equity principles). (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification No consent or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violationof, or a defaultfiling or registration with, any Governmental Entity or with any third party are required to be made or obtained by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; in connection with the execution, delivery or (b) conflict with, result in a breach of, or constitute a default on the part of performance by Parent or and Merger Sub under any contractof this Agreement. (d) The execution, trust, commitment, agreement, understanding, arrangement or restriction delivery and performance of this Agreement by Parent and Merger Sub does not and will not constitute (i) a violation of any kind Law or any judgment, decree or order to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act properties is subject or bound or (including the filing with the SEC of the Offer Documents)ii) a breach or violation of, state takeover lawsor a default under, the DGCL Certificate of Incorporation or By-laws Parent or the HSR Act and any filing, notification Certificate of Incorporation or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor By-laws of Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization and each Delaware. Each of Parent and Merger Sub have has the limited liability company or necessary corporate power and authority, as the case may be, authority to execute and deliver and perform their its obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action actions to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, Sub and are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium the Bankruptcy and similar Legal Requirements of general applicability relating to or affecting creditors’ rightsEquity Exception. (c) Assuming None of the execution and delivery of this Agreement and Merger Agreement by Parent and Merger Sub, the consummation by Parent or Merger Sub of the Transactions and compliance by Parent or Merger Sub with any of the applicable provisions of this Agreement or the HSR ActMerger Agreement will (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational or governing documents) of (x) Parent or (y) Merger Sub, if applicable(ii) assuming the consents, approvals and authorizations specified in Section 2(d) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization or waiver has been satisfied, conflict with or violate any Law applicable filing, notification to Parent or approval Merger Sub or by which any property or asset of Parent or Merger Sub is bound or affected or (iii) result in any foreign jurisdiction required breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Parent or Merger Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by Antitrust Lawswhich Parent or Merger Sub or any property or asset of Parent or Merger Sub is bound, other than, in the case of clauses (ii) and (iii), for any such violations, breaches, defaults, rights, terminations, amendments, accelerations, or cancellations which would not have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement Transactions and the Merger Agreement, will not: (a) cause a violation, or a default, compliance by Parent or Merger Sub with any of the provisions of this Agreement or the Merger Agreement will not require any Legal Requirement consent, approval, authorization, waiver or decreepermit of, order or judgment filing with or notification to, any Governmental Authority, except for applicable requirements of (i) the Exchange Act, the Securities Act or Blue Sky Laws, (ii) any applicable Antitrust Laws, (iii) the DGCL and (iv) the rules of the New York Stock Exchange, and except where failure to Parent obtain such consents, approvals, authorizations or Merger Subpermits, or to which either Parent make such filings or Merger Sub is subject; or (b) conflict withnotifications, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would notnot have, individually or in the aggregate, prevent a Parent Material Adverse Effect. (e) There is no proceeding (as defined in the Merger Agreement) pending or, to the knowledge of either Parent or materially delay the performance by Merger Sub, threatened against either Parent or Merger Sub at law or equity before or by any of their obligations under this Agreement and the Merger Agreement. Except as may Governmental Authority that could reasonably be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required expected to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent impair or materially delay the performance by either Parent or Merger Sub of any of their either’s respective obligations under this Agreement and the or otherwise adversely impact either Parent or Merger AgreementSub’s ability to perform their obligations hereunder.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebyhereby represent, jointly warrant and severally, represents and warrants covenant to Stockholder as follows: (a) Each of Parent and Merger Sub each is an Entity a corporation duly organized, organized and validly existing under the laws of its jurisdiction of incorporation, and each of them is in good standing under the laws of its jurisdiction of organization and each incorporation. Each of Parent and Merger Sub have the limited liability company or all necessary corporate power and authority, as the case may be, authority to execute and deliver this Agreement and perform their respective obligations under hereunder. The execution and delivery by Parent and Merger Sub of this Agreement and the performance by Parent and Merger Agreement Sub of their respective obligations hereunder have been duly and validly authorized by the Board of Directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and or performance of this Agreement and or the Merger Agreementconsummation of the transactions contemplated hereby. (b) This Agreement and the Merger Agreement have has been duly authorized, and validly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement Sub and the Merger Agreement constitute legal, constitutes a valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations agreement of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject its terms except (i) to the extent limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and or similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights' rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) Assuming compliance with the applicable provisions None of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and or Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub of the transactions contemplated hereby or compliance by Parent or Merger Sub with any Legal Requirement of the provisions hereof shall (A) conflict with or decree, order result in any breach of the certificate of incorporation or judgment applicable to by-laws of Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (bB) conflict with, result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default on the part (or give rise to any third party right of Parent termination, cancellation, material modification or Merger Sub acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, trust, commitment, agreementarrangement, understanding, arrangement agreement or restriction other instrument or obligation of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as respective properties or assets may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice tobound, or violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreementrespective properties or assets.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, hereby jointly and severally, represents severally represent and warrants warrant to Stockholder the Stockholders as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization and each Delaware. Each of Parent and Merger Sub have the limited liability company or corporate has all requisite power and authority, as the case may be, authority to execute and deliver and this Agreement, to perform their its obligations under this Agreement and the Merger Agreement hereunder and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) . This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement Sub and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute constitutes the legal, valid and binding obligations obligation of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and or similar Legal Requirements of general applicability relating to or laws affecting creditors’ rightsrights generally, or by principles governing the availability of equitable remedies). (cb) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the The execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger SubSub does not, and the consummation performance of the transactions contemplated by this Agreement by each of Parent and the Merger Agreement, Sub will not: , (ai) cause a violation, conflict with the Certificate of Incorporation or a default, by By-laws or similar organizational documents of each of Parent or and Merger Sub of as presently in effect, (ii) conflict with or violate any Legal Requirement or judgment, order, decree, order statute, law, ordinance, rule or judgment regulation applicable to Parent or Merger Sub, Sub or to by which either Parent is bound or Merger Sub is subject; or affected, (biii) conflict with, (A) result in a any breach of, of or constitute a default on (or an event that with notice or lapse of time or both would become a default) under, (B) give to others any rights of termination, amendment, acceleration or cancellation of, or (C) result in the part creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of Parent or Merger Sub under under, any agreement, contract, trustindenture, commitment, agreement, understanding, arrangement note or restriction of any kind instrument to which either Parent or Merger Sub is a party or by which either Parent it is bound or Merger Sub or their respective assets are boundaffected, except for such violationsbreaches, defaults or conflicts as other occurrences that would not, individually or in the aggregate, not prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by , or (iv) except for applicable requirements, if any, of the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover lawsAct, the DGCL Securities Act or the HSR Act and any filingAct, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make require any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the consummation by Parent failure to make such filing or Merger Sub of the Offerobtain such permit, the Merger and the other transactions contemplated by the Merger Agreementauthorization, other than such filings, notifications, approvals, notices consent or consents that, if approval would not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, hereby jointly and severally, severally represents and warrants to each Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity entity duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and each of Parent and Merger Sub have has the limited liability company or corporate power and authority, as the case may be, authority to execute and deliver and perform their its obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute constitutes legal, valid and binding obligations of the other parties theretohereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their its terms, subject to bankruptcy, insolvency (including all Legal Requirements legal requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements laws of general applicability relating to or affecting creditors’ rightsrights and subject to general principles of equity. (c) Assuming compliance all notifications, filings, registrations, permits, authorizations, consents and approvals to be obtained or made by the Company, Parent or Merger Sub in connection with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Merger Agreement and the Company’s performance of its obligations under the Merger Agreement Agreement, the consummation by each of Parent and Merger Sub, and the consummation Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby will not: (ai) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement applicable legal requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (bii) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement Agreement. (d) Except for the representations and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval warranties expressly set forth in any foreign jurisdiction required by Antitrust Lawsthis Section 2 hereof, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to Sub make any filing express or implied representation or warranty with or give any notice to, or respect to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or with respect to any other information provided, or made available, to any Stockholder, or its respective Representatives or affiliates in connection with this Agreement, including the consummation by accuracy or completeness thereof. Each of Parent and Merger Sub acknowledges that no Stockholder, nor any Person on behalf of any Stockholder, makes, and none of Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to any Stockholder or any of the Offer, the Merger and the its respective Subsidiaries or with respect to any other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either information provided to Parent or Merger Sub in connection with this Agreement including the accuracy or completeness thereof other than the representations and warranties contained in Section 1 hereof. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, each Stockholder, and its respective Subsidiaries, affiliates, stockholders, controlling persons or Representatives shall not have any liability or responsibility whatsoever to Parent, Merger Sub, any Parent Subsidiary, or their respective affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement) provided or made available or statements made (or any omissions therefrom), to Parent, Merger Sub, any Parent Subsidiary, or any of their obligations under this Agreement respective affiliates, stockholders, controlling persons or Representatives, except as and only to the Merger Agreementextent expressly set forth in Section 1 hereof.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity entity duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and each of Parent and Merger Sub have the limited liability company or corporate power and authority, as the case may be, to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Each of this Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming each of this Agreement and the Merger Agreement constitute constitutes legal, valid and binding obligations of the other parties hereto and thereto, constitute constitutes the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements legal requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements laws of general applicability relating to or affecting creditors’ rightsrights and subject to general principles of equity. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (ai) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement applicable legal requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (bii) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound; or (iii) violate any provision of Parent’s or Merger Sub’s organizational documents, except except, in each case of the foregoing clauses (i), (ii) and (iii), for such violations, defaults defaults, conflicts or conflicts breaches as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer DocumentsProxy Statement), state takeover any “anti- takeover” laws, the DGCL or DGCL, in connection with the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity are a corporation, both duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its the jurisdiction of organization its organization, and each of Parent and Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute enter into and deliver and to perform their its obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming the due authorization, execution and delivery of this Agreement and on behalf of Stockholder, constitutes the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (including all Legal Requirements relating to fraudulent transfers)ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and similar Legal Requirements of general applicability relating to or affecting creditors’ rightsother equitable remedies. (c) Assuming compliance with the applicable provisions Except for violations and defaults that would not adversely affect Parent’s or Merger Sub’s ability to perform any of its obligations under, or consummate any of the HSR Acttransactions contemplated by, if applicable, and any applicable filing, notification this Agreement or approval in any foreign jurisdiction required by Antitrust Lawsthe Merger Agreement, the execution and delivery of this Agreement and or the Merger Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby or thereby will not: (a) not cause a violation, or a default, violation by Parent or Merger Sub of any Legal Requirement or decree, order or judgment legal requirement applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, Sub is required to make any filing with or give any notice to, or to obtain any consent or approval from, from any Person at or prior to the consummation of Acceptance Time or the transactions contemplated Effective Time in connection with the execution and delivery of this Agreement or and the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of any of the Offer, the Merger and the other transactions contemplated by this Agreement or the Merger Agreement, except: (i) as may be required by the Exchange Act, General Corporation Law of the State of Delaware (the “DGCL”) or other than applicable Laws; or (ii) where the failure to make any such filings, notifications, approvals, notices filing or consents that, if obtain any such consent would not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent adversely affect Parent’s or Merger Sub of Sub’s ability to perform any of their its obligations under under, or consummate any of the transactions contemplated by, this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder the Stockholders as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization in which it is incorporated, and each of Parent and Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, corporate authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement Sub and the Merger Agreement constitute legal, constitutes a valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each obligation of Parent and Merger Sub, are Sub enforceable against each of them in accordance with their its terms, subject to the effects of bankruptcy, insolvency (including all Legal Requirements relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium and other similar Legal Requirements of general applicability laws relating to or affecting creditors’ rightsrights generally and general equitable principles (whether considered in a proceeding in equity or at law). (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, the performance by Parent and Merger Sub of their obligations hereunder nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby will not: (ai) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a material violation or breach of, or constitute (with or without notice or lapse of time or both) a default on under, or conflict with (A) any provisions of the part organizational documents of Parent or Merger Sub under or (B) any note, bond, mortgage, indenture, contract, trust, commitment, agreement, understandinglease, arrangement license, permit or restriction other instrument or obligation of any kind to which either such Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violationsor (ii) violate, defaults or conflicts as would notrequire any consent, individually approval, or in the aggregatenotice under, prevent any provision of any judgment, order or materially delay the performance by either decree or any federal, state, local or foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement applicable to Parent or Merger Sub or any their assets (other than filings required pursuant to Securities Exchange Act of their obligations under this Agreement 1934, as amended, and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documentsrules promulgated thereunder), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly hereby make the following representations and severally, represents warranties to the Company and warrants to Stockholder as followsthe Principal Shareholder: (a) Each of 4.1 ORGANIZATION AND QUALIFICATION. Parent and Merger Sub is an Entity are duly organized, validly existing and in good standing under the laws of its their respective jurisdiction of organization organization, with the corporate power and authority to own and operate their respective business as presently conducted, except where the failure to be or have any of the foregoing would not have a Material Adverse Effect. Parent and Merger Sub are duly qualified as foreign corporations or other entities to do business and are in good standing in each jurisdiction where the character of their properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not have a Material Adverse Effect. 4.2 AUTHORIZATION; VALIDITY AND EFFECT OF AGREEMENT. Parent and Merger Sub have the limited liability company or requisite corporate power and authorityauthority to execute, as the case may be, to execute and deliver and perform their respective obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby Merger. The execution and thereby, delivery of this Agreement by the Company and each has taken Merger Sub and the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation of the Merger have been duly authorized by their respective boards of directors and all other necessary corporate action on the part of the Company and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) Merger. This Agreement has been duly and the validly executed and delivered by Parent and Merger Agreement have Sub and, assuming that it has been duly authorized, executed and delivered by each the other parties hereto, constitutes a legal, valid and binding obligation of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their its terms, subject to the effects of bankruptcy, insolvency (including all Legal Requirements relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium and other similar Legal Requirements of general applicability laws relating to or affecting creditors’ rights. ' rights generally, general equitable principles (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result whether considered in a breach of, proceeding in equity or constitute a default on the part at law) and an implied covenant of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement good faith and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreementfair dealing.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder Shareholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware, and each of Parent and the Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to except (i) as limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and similar Legal Requirements other laws of general applicability relating to or application affecting enforcement of creditors’ rightsrights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and or the Merger Agreement by each of Parent and Merger Sub, and Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby or thereby will not: (a) cause result in a violationviolation of, or a defaultdefault under, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound. The consummation by Parent and Merger Sub of the transactions contemplated by this Agreement will not (i) violate any provision of any judgment, except for such violations, defaults order or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either decree applicable to Parent or Merger Sub or (ii) require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any Governmental Entity, except for (w) applicable requirements, if any, of their obligations under this Agreement and the Merger Agreement. Except as may be required by (A) the Exchange Act (including Act, including, without limitation, the filing with the SEC of the Offer Documents)Schedule TO, state takeover laws(B) the Washington Business Corporation Code (“WBCA”) to file the Articles of Merger or other appropriate documentation and (C) Nasdaq, the DGCL or (x) those required by the HSR Act Act, (y) the filing of customary applications and notices, as applicable with any filingRegulatory Authority, notification and (z) where the failure to obtain such consents or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required approvals or to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to Stockholder as follows: (a) Each of Parent and Merger Sub the Stockholders that it is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and each of Parent and Merger Sub have has the limited liability company or necessary corporate power and authority, as the case may be, authority to execute and deliver and this Agreement, to perform their its obligations under this Agreement and the Merger Agreement hereunder and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) hereby. This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations on behalf of each of Parent and Merger SubSub and, are assuming due authorization, execution and delivery by the Stockholders, constitutes a legal, valid and binding obligation of Parent and Merger Sub enforceable against each of them in accordance with their its terms. Except for the filings required under the HSR Act and the Exchange Act, subject to bankruptcy(i) no filing with, insolvency (including all Legal Requirements relating to fraudulent transfers)and no permit, reorganizationauthorization, moratorium consent or approval of, any Governmental Entity or any other person is necessary for the execution of this Agreement by and similar Legal Requirements on behalf of general applicability relating to Parent or affecting creditors’ rights. (c) Assuming compliance with Merger Sub and the applicable provisions consummation by Parent and Merger Sub of the HSR Act, if applicabletransactions contemplated hereby, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, (ii) none of the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated hereby nor the compliance with the terms hereof by this Agreement Parent and the Merger Agreement, Sub will not: (a) cause a violationconflict with, or a defaultresult in any violation of, by or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation or by-laws of Parent or Merger Sub of Sub, any Legal Requirement trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, order statute, law, ordinance, rule or judgment regulation applicable to Parent or Merger Sub, Sub or to which either Parent's or Merger Sub's property or assets. If the Option (as defined herein) is exercised, the Subject Shares will be acquired for investment for Parent's and Merger Sub's own ac- count, not as a nominee or agent and not with a view to the distribution of any part thereof. Neither Parent nor Merger Sub has any present intention of selling, granting any participation in or otherwise distributing the same nor does Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under have any contract, trustundertaking, commitment, agreement, understanding, agreement or arrangement or restriction with any person with respect to any of any kind to which either the Subject Shares. Each of Parent or and Merger Sub is a party further understands that the Subject Shares may not be sold, transferred or by which either Parent otherwise disposed of without registration under the Securities Act or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required pursuant to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreementan exemption therefrom.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder each Holder as follows: (a) Each of Parent and Merger Sub is an Entity duly organized, incorporated and validly existing and in good standing under the laws of its the jurisdiction in which it is incorporated or constituted. The consummation of organization the Transactions contemplated by this Agreement are within each of Parent’s and Merger Sub’s entity power and have been duly authorized by all necessary entity actions on the part of each of Parent and Merger Sub. Each of Parent and Xxxxxx Sub have the limited liability company or corporate has all requisite power and authority, as the case may be, authority to execute and deliver deliver, and perform their its obligations under under, this Agreement and the Merger Agreement and to consummate the transactions Transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of by this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, and validly executed and delivered by each Xxxxxx and Xxxxxx Sub. Assuming the due authorization, execution and delivery by Holder of this Agreement, this Agreement constitutes a valid and binding agreement of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of enforceable against Parent and Merger Sub, are enforceable against each of them Sub in accordance with their its terms, subject to except as enforcement may be limited by general principles of equity (whether applied in a court of law or a court of equity) and by bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and similar Legal Requirements of general applicability relating to or laws affecting creditors’ rightsrights and remedies generally. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the The execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Xxxxxx Sub, and the consummation performance by Xxxxxx and Xxxxxx Sub of the transactions contemplated by this Agreement and the Merger Agreementits respective obligations hereunder, will notdoes not violate: (aA) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or Law to which either Parent or Merger Sub such party is subject; or (bB) conflict withany charter, result in a breach of, bylaw or constitute a default on the part other organizational document of Parent or Merger Sub. (d) Each of Parent and Xxxxxx Sub under acknowledges and agrees that other than the representations expressly set forth in this Agreement, no Holder has made, and no Holder is making, any contract, trust, commitment, agreement, understanding, arrangement representations or restriction of any kind warranties to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior respect to the consummation Company, such Stockholder’s ownership of the transactions contemplated in connection with the execution and delivery of this Agreement or Company Common Stock, the Merger Agreement by or any other matter. Parent or and Merger Sub hereby specifically disclaim reliance upon any representations or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, warranties (other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or the representations expressly set forth in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement).

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder Shareholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware, Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia, and each of Parent and the Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and constitutes the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations obligation of each of Parent and Merger Sub, are enforceable against each of them in accordance with their its terms, subject to except (i) as limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and similar Legal Requirements other laws of general applicability relating to or application affecting enforcement of creditors’ rightsrights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby will not: (a) cause result in a violationviolation of, or a defaultdefault under, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound. The consummation by Parent and Merger Sub of the transactions contemplated by this Agreement will not (i) violate any provision of any judgment, except for such violations, defaults order or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either decree applicable to Parent or Merger Sub or (ii) require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any Governmental Entity, except for (w) applicable requirements, if any, of their obligations under this Agreement and the Merger Agreement. Except as may be required by (A) the Exchange Act (including Act, including, without limitation, the filing with the SEC of the Offer Documents)Schedule TO, (B) state takeover lawssecurities or “blue sky” Laws, (C) the DGCL Georgia Business Corporation Code (“GBCC”) to file the Articles of Merger or other appropriate documentation and (D) Nasdaq, (x) those required by the HSR Act Act, (y) such filings and any filing, notification approvals as are required to be made or approval in obtained under any foreign jurisdiction required by Antitrust Lawsantitrust, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with competition or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated similar Laws in connection with the execution and delivery consummation of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger this Agreement, other than such filingsand (z) the filing of customary applications and notices, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of as applicable with any of their obligations under this Agreement and the Merger AgreementRegulatory Authority.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder Shareholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware, and each of Parent and the Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to except (i) as limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and similar Legal Requirements other laws of general applicability relating to or application affecting enforcement of creditors’ rightsrights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and or the Merger Agreement by each of Parent and Merger Sub, and Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby or thereby will not: (a) cause result in a violationviolation of, or a defaultdefault under, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound. The consummation by Parent and Merger Sub of the transactions contemplated by this Agreement will not (i) violate any provision of any judgment, except for such violations, defaults order or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either decree applicable to Parent or Merger Sub or (ii) require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any Governmental Entity, except for (w) applicable requirements, if any, of their obligations under this Agreement and the Merger Agreement. Except as may be required by (A) the Exchange Act (including Act, including, without limitation, the filing with the SEC of the Offer Documents)Schedule TO, state takeover laws(B) the Washington Business Corporation Code ("WBCA") to file the Articles of Merger or other appropriate documentation and (C) Nasdaq, the DGCL or (x) those required by the HSR Act Act, (y) the filing of customary applications and notices, as applicable with any filingRegulatory Authority, notification and (z) where the failure to obtain such consents or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required approvals or to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware, and each of Parent and the Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rightsthe Bankruptcy Exception. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and or the Merger Agreement by each of Parent and Merger Sub, and Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby or thereby will not: (a) cause result in a violationviolation of, or a defaultdefault under, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults . The consummation by Parent and Merger Sub of the transactions contemplated by this Agreement or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Merger Agreement will not (i) violate any provision of any Order applicable to Parent or Merger Sub or (ii) require any consent, approval or notice under any Law applicable to either Parent or Merger Sub, other than (x) applicable requirements, if any, of their obligations under this Agreement and the Merger Agreement. Except as may be required by (A) the Exchange Act (including Act, including, without limitation, the filing with the SEC of the Offer Documents)Schedule TO, (B) state takeover lawssecurities or “blue sky” Laws, (C) the DGCL to file the Certificate of Merger or the HSR Act other appropriate documentation and any filing(D) Nasdaq, notification or approval in any foreign jurisdiction and (y) those required by applicable Antitrust Laws, neither Parent nor Merger Subincluding the HSR Act, nor any of Parent’s other Affiliates, is required and (z) where the failure to obtain such consents or approvals or to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity entity duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and each of Parent and Merger Sub have the limited liability company or corporate power and authority, as the case may be, to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Each of this Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming each of this Agreement and the Merger Agreement constitute constitutes legal, valid and binding obligations of the other parties hereto and thereto, constitute constitutes the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements legal requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements laws of general applicability relating to or affecting creditors’ rightsrights and subject to general principles of equity. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (ai) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement applicable legal requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (bii) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound; or (iii) violate any provision of Parent’s or Merger Sub’s organizational documents, except except, in each case of the foregoing clauses (i), (ii) and (iii), for such violations, defaults defaults, conflicts or conflicts breaches as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer DocumentsProxy Statement), state takeover any “anti-takeover” laws, the DGCL or DGCL, in connection with the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly hereby represent and severally, represents and warrants warrant to Stockholder each Xxxx Party as follows: (a) Each of Parent and Merger Sub is an Entity duly organizedformed, validly existing and in good standing (in the case of jurisdictions that recognize the concept of good standing) under the laws of its jurisdiction of organization and each formation. (b) Each of Parent and Merger Sub have the has all necessary limited liability company or corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the perform its obligations hereunder. (c) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub has been duly and validly authorized by all necessary limited liability company action on the part of each of Parent and Merger Sub, and no other limited liability company proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement. (bd) This Agreement and the Merger Agreement have has been duly authorized, and validly executed and delivered by each of Parent and Merger Sub, Sub and, assuming the due authorization, execution and delivery of this Agreement and the Merger Agreement constitute by each Xxxx Party, constitutes a legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations obligation of each of Parent and Merger Sub, are enforceable against each of them Parent and Merger Sub in accordance with their terms, subject its terms (except to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfersthe extent that enforceability may be limited by the Bankruptcy Exceptions), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (ce) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the The execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger SubSub does not, and the consummation performance by each of Parent and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate any provision of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by organizational documents of either Parent or Merger Sub of Sub, (ii) violate any Legal Requirement or decree, order or judgment Law applicable to Parent or Merger SubSub or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), under, any material Contract to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are of them is otherwise bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act . (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the f) The execution and delivery of this Agreement or the Merger Agreement by each of Parent or and Merger Sub or does not, and the consummation performance by each of Parent or and Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their its obligations under this Agreement and the Merger Agreementwill not, require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly represent and severally, represents and warrants warrant to Stockholder the Company as followsof the date this Amendment becomes effective that: (a) Each of Parent and Merger Sub is an Entity exempted company duly organizedincorporated, validly existing and in good standing under the laws Laws of its jurisdiction of organization and each the Cayman Islands. (b) Each of Parent and Merger Sub have the limited liability company or has all necessary corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement Amendment and to consummate the transactions contemplated hereby perform its obligations hereunder. The execution and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement Amendment by Parent and the Merger Agreement. (b) This Agreement and the Merger Agreement Sub have been duly authorizedand validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Amendment (other than the filings, notifications and other obligations and actions described in Section 4.03(b)). This Amendment has been duly and validly executed and delivered by each of Parent and Merger Sub, Sub and, assuming this Agreement due authorization, execution and delivery by the Merger Agreement constitute Company, constitutes a legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations obligation of each of Parent and Merger Sub, are enforceable against each of them Parent and Merger Sub in accordance with their its terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium the Bankruptcy and similar Legal Requirements of general applicability relating to or affecting creditors’ rightsEquity Exception. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the The execution and delivery of this Agreement Amendment and the Merger Agreement performance of this Amendment by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, Sub will not: , (ai) cause a violation, conflict with or a default, by violate the memorandum and articles of association of either Parent or Merger Sub of Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Legal Requirement or decree, order or judgment Law applicable to Parent or Merger Sub, Sub or to by which any property or asset of either Parent of them is bound or Merger Sub is subject; affected or (biii) conflict with, result in a any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on the part any property or asset of Parent or Merger Sub under pursuant to, any contract, trust, commitment, agreement, understanding, arrangement Contract or restriction of any kind obligation to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are boundany property or asset of either of them is bound or affected, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or conflicts as other occurrences that would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or consummation of any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement Transactions by Parent or Merger Sub or otherwise be materially adverse to the consummation by ability of Parent or and Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of to perform their material obligations under this Agreement and the Merger Agreement. (d) The execution and delivery of this Amendment by Parent and Merger Sub do not, and the performance of this Amendment by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for the filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder the Rollover Shareholders, as followsof the date hereof and as of the Rollover Effective Time, that: (a) Each Parent is an exempted company duly incorporated, validly existing and in good standing under the laws of Parent the Cayman Islands, and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and the Cayman Islands; (b) each of Parent and Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and this Agreement, to perform their its obligations under this Agreement and the Merger Agreement hereunder and to consummate the transactions contemplated hereby hereby; (c) this Agreement constitutes the legal, valid and therebybinding obligation of each of Parent and Merger Sub, enforceable in accordance with its terms, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) does not conflict with, result in violate or cause a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement contract or restriction of any kind instrument to which either Parent or Merger Sub is a party or by any judgment, order or decree to which either Parent or Merger Sub is subject; (d) the execution, delivery and performance by Parent and Merger Sub of this Agreement requires no order, license, consent, authorization or their respective assets are boundapproval of, except or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official except, as applicable, (i) for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement filings and the Merger Agreement. Except approvals as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), any applicable state takeover securities “blue sky” laws, (ii) for such as have been obtained and (iii) where the DGCL failure to obtain any such order, license, consent, authorization, approval or the HSR Act and exemption or give any filing, notification such notice or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice toregistration would not reasonably be expected to adversely affect the ability of Parent or Merger Sub to perform its obligations hereunder; and (e) Immediately after the Closing, or to obtain any consent or approval from, any Person at or prior Parent shall have a number of shares outstanding such that: (i) the number of shares of Parent held by the Rollover Shareholders shall be equal to the consummation number of Rollover Shares contributed by the Rollover Shareholders to Parent pursuant to Section 2 above; and (ii) the number of shares of Parent held by the shareholders of Parent other than the Rollover Shareholders shall be equal to a fraction, the numerator of which shall be the aggregate amount of the transactions contemplated equity contributions of such shareholders made to Parent in connection with the execution Closing, and delivery the denominator of this Agreement or which shall be an amount equal to the per share Merger Agreement by Parent or Merger Sub or Consideration. Other than for the consummation by Parent or Merger Sub shares described in clauses (i) and (ii) of the Offerpreceding sentence or as may be agreed prior to Closing by Rollover Shareholders owning no less than 50% of the Rollover Shares, immediately after the Merger and Closing, Parent shall not have issued any equity securities, securities convertible into or exchangeable for equity securities, or options or warrants to acquire the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreementsame.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity exempted company with limited liability organized under the laws of the Cayman Islands, duly organized, validly existing and in good standing under the laws of its jurisdiction the Cayman Islands and Merger Sub is a Delaware corporation, duly organized, validly existing and in good standing under the laws of organization and the State of Delaware; each of Parent and the Merger Sub have the limited liability company has all requisite corporate or corporate similar power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and constitutes the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations obligation of each of Parent and Merger Sub, are enforceable against each of them in accordance with their its terms, subject to except that such enforceability (i) may be limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and other similar Legal Requirements of general applicability laws affecting or relating to or affecting creditors’ rightsrights generally and (ii) is subject to rules of law governing specific performance, injunctive relief and other equitable remedies and general principles of equity. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and nor the Merger Agreement consummation by each of Parent and Merger Sub, and the consummation Sub of the transactions contemplated by this Agreement and the Merger Agreementhereby will violate or conflict with any statute, will not: (a) cause a violationlaw, rule or a default, by Parent regulation or Merger Sub of any Legal Requirement or decreejudgment, order or judgment decree applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent’s or Merger Sub’s properties or assets are bound. The consummation by Parent and Merger Sub of the transactions contemplated hereby will not (i) violate any provision of any judgment, order or decree applicable to Parent or Merger Sub or their respective assets are bound(ii) require any consent, except for such violationsapproval or notice under any statute, defaults law, rule or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by regulation applicable to either Parent or Merger Sub or any of their obligations Sub, other than (x) as required under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act and the rules and regulations promulgated thereunder and (including y) where the filing with the SEC of the Offer Documents), state takeover laws, the DGCL failure to obtain such consents or the HSR Act and any filing, notification approvals or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder each Holder as follows: (a) Each of Parent and Merger Sub is an Entity duly organized, incorporated and validly existing and in good standing under the laws of its the jurisdiction in which it is incorporated or constituted. The consummation of organization the Transactions contemplated by this Agreement are within each of Parent’s and Merger Sub’s entity power and have been duly authorized by all necessary entity actions on the part of each of Parent and Merger Sub. Each of Parent and Merger Sub have the limited liability company or corporate has all requisite power and authority, as the case may be, authority to execute and deliver deliver, and perform their its obligations under under, this Agreement and the Merger Agreement and to consummate the transactions Transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of by this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, and validly executed and delivered by each Parent and Merger Sub. Assuming the due authorization, execution and delivery by Holder of this Agreement, this Agreement constitutes a valid and binding agreement of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of enforceable against Parent and Merger Sub, are enforceable against each of them Sub in accordance with their its terms, subject to except as enforcement may be limited by general principles of equity (whether applied in a court of law or a court of equity) and by bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and similar Legal Requirements of general applicability relating to or laws affecting creditors’ rightsrights and remedies generally. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the The execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, performance by Parent or and Merger Sub of its respective obligations hereunder, does not violate: (A) any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or Law to which either Parent or Merger Sub such party is subject; or (bB) conflict withany charter, result in a breach of, bylaw or constitute a default on the part other organizational document of Parent or Merger Sub. (d) Each of Parent and Merger Sub under acknowledges and agrees that other than the representations expressly set forth in this Agreement, no Holder has made, and no Holder is making, any contract, trust, commitment, agreement, understanding, arrangement representations or restriction of any kind warranties to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior respect to the consummation Company, such Stockholder’s ownership of the transactions contemplated in connection with the execution and delivery of this Agreement or Company Common Stock, the Merger Agreement by or any other matter. Parent or and Merger Sub hereby specifically disclaim reliance upon any representations or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, warranties (other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or the representations expressly set forth in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement).

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, hereby jointly and severally, represents severally represent and warrants warrant to Stockholder the Stockholders as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization and each Delaware. Each of Parent and Merger Sub have the limited liability company or corporate has all requisite power and authority, as the case may be, authority to execute and deliver and this Agreement, to perform their its obligations under this Agreement and the Merger Agreement hereunder and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) . This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, Sub and, assuming that this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute constitutes the legal, valid and binding obligations obligation of the other parties hereto, constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and or similar Legal Requirements of general applicability relating to or laws affecting creditors’ rightsrights generally, or by principles governing the availability of equitable remedies). (cb) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the The execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger SubSub does not, and the consummation performance of the transactions contemplated by this Agreement by each of Parent and the Merger Agreement, Sub will not: , (ai) cause a violation, conflict with the Certificate of Incorporation or a default, by By-laws or similar organizational documents of each of Parent or and Merger Sub of as presently in effect, (ii) conflict with or violate any Legal Requirement or judgment, order, decree, order statute, law, ordinance, rule or judgment regulation applicable to Parent or Merger Sub, Sub or to by which either Parent is bound or Merger Sub is subject; or affected, (biii) conflict with, (A) result in a any breach of, of or constitute a default on (or an event that with notice or lapse of time or both would become a default) under, (B) give to others any rights of termination, amendment, acceleration or cancellation of, or (C) result in the part creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of Parent or Merger Sub under under, any agreement, contract, trustindenture, commitment, agreement, understanding, arrangement note or restriction of any kind instrument to which either Parent or Merger Sub is a party or by which either Parent it is bound or Merger Sub or their respective assets are boundaffected, except for such violationsbreaches, defaults or conflicts as other occurrences that would not, individually or in the aggregate, not prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by , or (iv) except for applicable requirements, if any, of the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover lawsAct, the DGCL Securities Act or the HSR Act and any filingAct, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make require any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the consummation by Parent failure to make such filing or Merger Sub of the Offerobtain such permit, the Merger and the other transactions contemplated by the Merger Agreementauthorization, other than such filings, notifications, approvals, notices consent or consents that, if approval would not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder the Rollover Shareholders, as followsof the date hereof and as of the Rollover Effective Time, that: (a) Each Parent is an exempted company duly incorporated, validly existing and in good standing under the laws of Parent the Cayman Islands, and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and the Cayman Islands; (b) each of Parent and Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and this Agreement, to perform their its obligations under this Agreement and the Merger Agreement hereunder and to consummate the transactions contemplated hereby hereby; (c) this Agreement constitutes the legal, valid and therebybinding obligation of each of Parent and Merger Sub, enforceable in accordance with its terms, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) does not conflict with, result in violate or cause a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement contract or restriction of any kind instrument to which either Parent or Merger Sub is a party or by any judgment, order or decree to which either Parent or Merger Sub is subject; (d) the execution, delivery and performance by Parent and Merger Sub of this Agreement requires no order, license, consent, authorization or their respective assets are boundapproval of, except or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official except, as applicable, (i) for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement filings and the Merger Agreement. Except approvals as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), any applicable state takeover securities “blue sky” laws, (ii) for such as have been obtained and (iii) where the DGCL failure to obtain any such order, license, consent, authorization, approval or the HSR Act and exemption or give any filing, notification such notice or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or registration would not reasonably be expected to obtain any consent or approval from, any Person at or prior to adversely affect the consummation ability of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub to perform its obligations hereunder; and (e) Immediately after the Closing, Parent shall have a number of shares outstanding such that the number of shares of Parent held by the Rollover Shareholders shall be as set forth on Schedule 1 hereto, assuming the contribution by each Rollover Shareholder that number of Rollover Shares as set forth on Schedule 1 hereto Other than for the shares described in the preceding sentence or as may be agreed prior to Closing by Rollover Shareholders owning no less than 80% of the consummation Rollover Shares, immediately after the Closing, Parent shall not have issued any equity securities, securities convertible into or exchangeable for equity securities, or options or warrants to acquire the same other than common shares of Parent reserved for issuance upon the exercise of Unvested Company Options assumed by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and pursuant to the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly represent and severally, represents and warrants warrant to Stockholder the Rollover Holder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction the State of organization and each of Parent and Merger Sub have the limited liability company or Delaware, with requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under enter into this Agreement and perform its obligations hereunder. Merger Sub is a corporation duly organized, validly existing and in good standing under the Merger Laws of the State of Delaware, with requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the perform its obligations hereunder. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub and the Merger Agreement. (b) This Agreement and consummation of the Merger Agreement transactions contemplated hereby have been duly authorized, executed and delivered validly authorized by each of Parent and Merger Sub, and, assuming this Agreement and all requisite corporate action on the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each part of Parent and Merger Sub, and no other corporate proceedings on their part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Rollover Holder, this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. (c) Except for (i) compliance with and filings under the HSR Act and any other Antitrust Law and (ii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities Laws, the execution, delivery, performance and compliance with the terms and conditions of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, hereby by Parent or and Merger Sub of any Legal Requirement or decreedo not and will not (A) violate, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a any breach of, or constitute a default on under any of the part provisions of the organizational documents of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction the certificates of incorporation or bylaws (or equivalent organizational documents) of any kind to which either other Subsidiary of Parent, (B) require any consent of or other action by any Person or by Parent or Merger Sub is under, constitute a party default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any material contract or any material Permit affecting the assets or business of Parent and its Subsidiaries or (C) assuming the representations of the Rollover Holder in Section 2.2(c) are true and correct, violate any Law or Order to which Parent or its Subsidiaries are subject or by which either Parent or Merger Sub or any of their respective properties or assets are boundbound or affected, except for such violationswhere the failure of any of the representations and warranties contained in clauses (A) (with respect to other Subsidiaries of Parent), defaults (B) or conflicts as (C) above to be true would notnot reasonably be expected, individually or in the aggregate, prevent to have a Parent Material Adverse Effect. (d) The authorized capital stock of Parent consists of five million (5,000,000) shares of preferred stock (“Parent Preferred Stock”), par value $0.01 per share and two hundred million (200,000,000) shares of Parent Common Stock. As of January 16, 2015, the issued and outstanding shares of capital stock of Parent consist of (i) 68,627,720 shares of Parent Common Stock and (ii) no shares of Parent Preferred Stock. As of January 16, 2015, 3,968,269 shares of Parent Common Stock were reserved for issuance under the Parent Stock Plans and 2,515,571 shares of Parent Common Stock were subject to outstanding equity awards granted under the Parent Stock Plans. All the outstanding shares of capital stock of Parent have been and are duly authorized and validly issued and are fully paid and non-assessable, and shares of Parent Common Stock to be delivered pursuant to this Agreement, when delivered in accordance with the terms hereof, will be, duly authorized, validly issued, fully paid and non-assessable. No holder of Parent Common Stock is entitled to, nor were any securities issued in violation of, any preemptive rights of any stockholder or materially delay any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the performance by either DGCL, the organizational documents of Parent or Merger Sub any agreement to which Parent is party or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreementotherwise bound.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule delivered by Parent to the Company at or prior to the execution and delivery of this Agreement (the "Parent Disclosure Schedule") (it being understood that (a) the Parent Disclosure Schedule will be arranged by sections corresponding to the lettered and numbered sections contained in this Section 2.2 and (b) nothing in the Parent Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Parent Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail), Parent and Merger Sub each represent and warrant to the Company as of the date of this Agreement and as of the Closing Date: (a) Organization, Standing and Power. Each of Parent and Merger Sub hereby, jointly has been duly organized and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization organization. Each of Parent and Merger Sub is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except as would not reasonably be expected to have a Material Adverse Effect on Parent and Merger Sub. True and complete copies of the Organizational Documents of Parent and Merger Sub have been furnished by Parent to the limited liability company or corporate Company for inspection. (b) Authority; No Conflicts. (i) Each of Parent and Merger Sub has all requisite power and authority, as the case may be, authority to execute and deliver and perform their obligations under each of this Agreement Agreement, each of the Voting Agreements and the Merger Agreement Asset Purchase Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action . Subject to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Lawssucceeding sentence, the execution and delivery of this Agreement Agreement, the Voting Agreements and the Asset Purchase Documents to which it is a party by Parent and Merger Agreement Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Parent and Merger Sub. Immediately following execution of each of this Agreement, the Voting Agreements and the Asset Purchase Documents to which it is a party by the parties hereto, Parent shall, as sole stockholder of Merger Sub, execute and deliver to Merger Sub its written consent to the adoption of this Agreement. Each of this Agreement, the Voting Agreements and the Asset Purchase Documents to which it is a party has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and Merger Sub, enforceable against them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of each of this Agreement, the Voting Agreements and the Asset Purchase Documents to which it is a party by Parent and Merger Sub does not or will not, as the case may be, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach any Violation of, or constitute a default on : (A) any provision of the part Organizational Documents of Parent or and Merger Sub under or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Parent and Merger Sub and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any contract, trust, commitment, loan or credit agreement, understandingnote, arrangement mortgage, bond, indenture, lease, benefit plan or restriction of any kind other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are boundproperties or assets. (iii) No consent, except for such violationsapproval, defaults order or conflicts as would notauthorization of, individually or in the aggregateregistration, prevent declaration or materially delay the performance filing with, any Governmental Entity is required by either or with respect to Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of each of this Agreement or Agreement, the Merger Agreement Voting Agreements and the Asset Purchase Documents to which it is a party by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by hereby, except for (A) the Merger Agreement, other than such filings, notificationsconsents, approvals, notices or consents thatorders, if not obtainedauthorizations, made or givenregistrations, would not, individually declarations and filings required under or in relation to Section 2.1(c)(iii) and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the aggregate, prevent failure of which to make or materially obtain would not reasonably be expected to have a Material Adverse Effect on Parent and Merger Sub or impair or delay the performance by either ability of Parent or Merger Sub to consummate the transactions contemplated hereby. (c) No Prior Activities. Merger Sub was formed solely for the purpose of any engaging in the transactions contemplated hereby. Except for obligations incurred in connection with its incorporation or organization or the negotiation and consummation of their obligations under this Agreement and the transactions contemplated hereby, Merger AgreementSub has neither incurred any obligation or liability nor engaged in any business or activity of any type or kind whatsoever, or entered into any agreement or arrangement with any Person. Merger Sub is a wholly-owned subsidiary of Parent. (d) Cash Consideration. Parent has available to it, or at the Closing will have available to it, sufficient cash resources necessary to make the payments for the Asset Purchase and the shares of the Company Common Stock contemplated by this Agreement and all associated costs and expenses. At the Effective Time, Parent or its designated Subsidiary shall enter into a license with the Surviving Corporation to provide the Surviving Corporation with such rights in the Owned Intellectual Property as are necessary to conduct the business of the Surviving Corporation with respect to its currently existing properties and assets in substantially the same manner that it was conducted prior to the sale of the Owned Intellectual Property.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder Shareholder as follows: (a) Each of Parent and Merger Sub is an Entity is-a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization and each of Parent and Merger Sub have the limited liability company or its incorporation, has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement Sub and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute constitutes the legal, valid and binding obligations obligation of each of Parent and Merger Sub, are enforceable against each of them in accordance with their its terms, subject to except (i) as limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and similar Legal Requirements other laws of general applicability relating application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to or affecting creditors’ rightsequitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and nor the Merger Agreement consummation by each of Parent and Merger Sub, and the consummation Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby will not: (a) cause result in a violationviolation of, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Subdefault under, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either each of Parent or and Merger Sub is a party or by which either bound. To the best knowledge of each of Parent or and Merger Sub or their respective assets are boundSub, except for such violationsthe obligation to file a Schedule 13D with the Securities and Exchange Commission, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance consummation by either each of Parent or and Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement hereby will not violate, or the Merger Agreement by Parent require any consent, approval, or Merger Sub or the consummation by Parent or Merger Sub of the Offernotice under, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub any provision of any judgment, order, decree, statute, law, rule or regulation applicable to each of their obligations under this Agreement Parent and the Merger AgreementSub.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly represent and severally, represents and warrants to Stockholder as follows: warrant that (ai) Each of Parent and Merger Sub is an Entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and each of Parent and Merger Sub have has the limited liability company or corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement Amendment and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize by this Amendment; (ii) the execution, delivery and performance by Parent and Merger Sub of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement Amendment have been duly authorized, executed and delivered validly authorized by each of Parent and Merger Sub, and, assuming this Agreement and all necessary corporate action on the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations part of each of Parent and Merger Sub, are enforceable against each including approval and authorization of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement by the Boards of Directors or comparable governing body of each of Parent and Merger Sub; (iii) no other corporate proceedings (including no shareholder action) other than those previously taken or conducted on the part of Parent and Merger Sub, as applicable, are necessary to approve and authorize this Amendment. This Amendment has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Amendment constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms; and (iv) the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby does not (except as described in Section 4.2(b) of the Merger Agreement) (x) conflict with or result on any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case, as amended, of Parent or its Subsidiaries or (y) conflict with or violate any applicable Laws, other than in the case of clause (y), any such filingsviolation or conflict, notifications, approvals, notices or consents that, if which would not obtained, made or given, would nothave, individually or in the aggregate, prevent or materially delay the performance by either aggregate a Parent or Merger Sub of any of their obligations under this Agreement and the Merger AgreementMaterial Adverse Effect.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Section 5.1 Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder each Rollover Shareholder that as followsof the date hereof and as of the Contribution Closing: (a) Each of Parent and Merger Sub is an Entity duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of organization the Cayman Islands and each of Parent and Merger Sub have the limited liability company or corporate has all requisite power and authority, as the case may be, authority to execute and deliver and this Agreement, to perform their its obligations under this Agreement and the Merger Agreement hereunder and to consummate the transactions contemplated hereby hereby. This Agreement has been duly and thereby, validly executed and each has taken all necessary action to duly authorize delivered by Parent and Merger Sub and the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub and no other corporate actions or proceedings on the part of Parent and Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Assuming due authorization, execution and delivery by the Merger AgreementRollover Shareholders, will not: (a) cause this Agreement constitutes a violationlegal, or a default, by valid and binding obligation of Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or and Merger Sub, or to which either enforceable against Parent or and Merger Sub is subject; in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law); (b) conflict except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, result in a breach and no permit, authorization, consent or approval of, or constitute a default any Governmental Authority is necessary on the part of Parent or Merger Sub under for the execution, delivery and performance of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated hereby, nor compliance by Parent and Merger Sub with any contractof the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent or Merger Sub, trust(B) result in any breach or violation of, commitmentor constitute a default (or an event which, agreementwith notice or lapse of time or both, understandingwould become a default) under, arrangement or restriction give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent or Merger Sub pursuant to, any kind Contract to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the property or asset is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor Sub any of Parent’s other Affiliates, is required to make their properties or assets; (c) each of Parent and Merger Sub was formed solely for the purposes of engaging in the Proposed Acquisition and has not conducted any filing with or give any notice to, or to obtain any consent or approval from, any Person at or business prior to the consummation date hereof, and has no, and prior to the Effective Time, will have no assets, liabilities or obligations of any nature other than pursuant to any definitive documentation relating to the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement debt financing that may be incurred by Parent or Merger Sub to complete the Proposed Acquisition and those incident to its formation and capitalization pursuant to the Merger Agreement and the transactions contemplated thereby. Other than Merger Sub, there are no other corporations, partnerships, joint ventures, associations, or entities through which Parent conducts business, or other entities in which either Parent controls or owns, of record or beneficially, any direct or indirect equity or other interest; and (d) at the consummation by Parent or Merger Sub of the OfferContribution Closing, the Merger Parent Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the other transactions contemplated by the Merger Agreementterms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than such filings, notifications, approvals, notices restrictions arising under applicable securities Laws or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub organizational documents of any of their obligations under this Agreement and the Merger AgreementParent.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as follows: : (ai) Each of Parent and Merger Sub is an Entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and each of Parent and Merger Sub have the all necessary corporate or limited liability company or corporate power and authority, as the case may be, to execute and deliver and perform their obligations under this Agreement and the to perform their respective obligations hereunder, (ii) this Agreement has been duly executed and delivered by Parent and Merger Agreement and to consummate the transactions contemplated hereby and therebySub, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement by Parent and the Merger Agreement. (b) This Agreement and the Merger Agreement Sub have been duly authorized, executed and delivered authorized by each all necessary corporate or limited liability company action on the part of Parent and Merger Sub, and, assuming this Agreement Sub and the Merger Agreement constitute legal, valid and binding obligations of the no other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to actions or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default proceedings on the part of Parent or Merger Sub under any contractare necessary to authorize this Agreement or Parent’s or Merger Sub’s performance hereunder, trust(iii) neither the execution, commitment, agreement, understanding, arrangement or restriction delivery and performance of any kind to which either this Agreement nor the consummation of the transactions contemplated hereby will (a) require Parent or Merger Sub is to notify, file or register with, or obtain any permit, authorization, consent or approval of, any Governmental Authority other than filings with the SEC pursuant to the Exchange Act, or (b) violate, or cause a party breach of or by which either default under, or conflict with any contract, agreement or understanding (with or without notice or lapse of time, or both), any Law binding upon Parent or Merger Sub or their respective assets are boundSub, except for such violations, breaches, defaults or conflicts as would which are not, individually or in the aggregate, prevent or materially delay the performance by either reasonably likely to have a material adverse effect on Parent or Merger Sub or any of Sub’s ability to satisfy their respective obligations under this Agreement, and (iv) assuming this Agreement constitutes a valid and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC binding agreement of the Offer Documents)Stockholder, state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or constitutes a valid and binding agreement of Merger Sub or the consummation by Parent or and Parent, enforceable against Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or Parent in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of accordance with its terms (subject to any of their obligations under this Agreement and the Merger AgreementEnforceability Exceptions).

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Parent and Merger Sub represent and warrant to the Company as follows: 3.1 Organization, Good Standing and Qualifications of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware. Merger Sub is a corporation duly organized, validly existing and each in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the corporate power to own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on Parent or Merger Sub or the limited liability company or ability of either to consummate the transactions contemplated hereby. 3.2 Authority Parent and Merger Sub have all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under enter into this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the hereby. The execution and delivery of this Agreement and the Merger Agreement consummation of the transactions contemplated hereby have been duly authorized by each all necessary corporate action on the part of Parent and Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes the valid and binding obligations of Parent and Merger Sub, enforceable in accordance with its terms. 3.3 No Conflict The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, hereby will not: , conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under (a) cause a violation, any provision of the Certificate of Incorporation or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part Bylaws of Parent or Merger Sub under or (b) any contractindenture, trustmortgage, commitmentlease, agreementcontract or other agreement or instrument, understandingpermit, arrangement concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or restriction representation applicable to Parent or on which Parent's business, financial condition, operations or prospects is substantially dependent, the breach, violation, default, termination or forfeiture of any kind to which either would result in a material adverse effect upon the ability of Parent or Merger Sub to consummate the Merger, or a material adverse effect on Parent or Merger Sub. 3.4 Consents No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is a party required by or by which either with respect to Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or and Merger Sub or the consummation by Parent or and Merger Sub of the Offertransactions contemplated hereby except for (a) the filing of the Certificate of Merger with the Delaware Secretary of State, and (b) such consents, approvals, order, authorizations, registrations, declarations and filings as may be required under applicable state and federal securities laws. 3.5 Parent Common Stock The shares of Parent Common Stock to be issued pursuant to the Merger and upon exercise of any Company Options assumed by Parent hereunder will, when issued and delivered in accordance with this Agreement, be duly authorized, validly issued, fully paid and non-assessable; provided, however, that the other transactions contemplated Parent Common Stock to be issued hereunder will be subject to restrictions on transfer under applicable federal and state securities laws. 3.6 SEC Filings; Parent Financial Statements (a) Parent has filed all forms, reports, and documents required to be filed by Parent with the SEC and has made available to the Company such forms, reports, and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof until the Closing) are referred to herein as the "Parent SEC Reports." As of their respective filing dates, the Parent SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports. The Parent SEC Reports, this Agreement, the exhibits and schedules hereto, and any certificates or documents to be delivered to the Company pursuant to this Agreement, when taken together, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements of Parent (including, in each case, the notes thereto), included in the Parent SEC Reports (the "Parent Financial Statements"), including each Parent SEC Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as may be permitted by the Merger AgreementSEC on Form 10-Q under the Exchange Act); and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated (subject, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregatecase of unaudited financial statements, prevent or materially delay to normal audit adjustments). There has been no change in Parent's accounting policies except as described in the performance by either notes to the Parent or Merger Sub of any of their obligations under this Agreement and the Merger AgreementFinancial Statements.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity entity duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and each of Parent and Merger Sub have the limited liability company or corporate power and authority, as the case may be, to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly and validly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute constitutes the legal, valid and binding obligations obligation of the other parties hereto, constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, are enforceable against each of them in accordance with their its terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rightsthe Enforceability Limitations. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (ai) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement applicable legal requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (bii) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer DocumentsProxy Statement), state takeover any “anti-takeover” laws, the DGCL or DGCL, in connection with the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s or Merger Sub’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger this Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly represent and severally, represents and warrants warrant to Stockholder Shareholder as follows: (a) Each of Parent and Merger Sub is an Entity duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization and each under which it is organized. (b) Each of Parent and Merger Sub have the limited liability company or corporate has all necessary power and authority, as the case may be, authority to execute and deliver and this Agreement, to perform their its obligations under this Agreement and the Merger Agreement hereunder and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the hereby. (c) The execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and consummation of the Merger Agreement transactions contemplated hereby have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement validly authorized by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default no other proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated. (d) The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with Parent's Certificate of Incorporation or Bylaws, (ii) assuming that all consents, authorizations and approvals contemplated by subsection (e) below have been obtained and all filings described therein have been made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent or any of its properties; or (iii) conflict with, or result in the breach or termination of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which Parent is entitled under any provision of any agreement, contract, license or other instrument binding upon Parent or any of its properties, or allow the acceleration of the performance of any obligation of Parent under any indenture, mortgage, deed of trust, commitmentlease, agreementlicense, understandingcontract, arrangement instrument or restriction of any kind other agreement to which either Parent or Merger Sub is a party or by which either Parent, its assets or properties is subject or bound, other than such contraventions, conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to prevent, delay or impair Parent's ability to consummate the transactions contemplated by this Agreement. (e) The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby by each of Parent and Merger Sub require no filings, notices, declarations, consents or other actions to be made by Parent or Merger Sub with, nor are any approvals or their respective assets are boundother confirmations or consents required to be obtained by Parent or Merger Sub from any Governmental Entity (except those the failure of which to make, except for such violations, defaults give or conflicts as would notobtain, individually or in the aggregate, prevent would not reasonably be expected to prevent, delay or materially delay the performance by either Parent impair, Parent's or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required 's ability to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of consummate the transactions contemplated in connection with the execution and delivery of by this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the OfferAgreement), the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.other

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to each Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware, and each of Parent and Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, and assuming this Agreement and the Merger Agreement constitute legal, constitutes a valid and binding obligations obligation of each Stockholder, constitutes the other parties thereto, constitute the legal, valid and binding obligations of each obligation of Parent and Merger Sub, are enforceable against each of them in accordance with their its terms, subject to except (i) as limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, fraudulent conveyance, moratorium and similar Legal Requirements other laws of general applicability relating to or application affecting enforcement of creditors’ rightsrights generally and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and Sub nor the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby will not: (ai) cause a violation, or a default, by Parent or Merger Sub of violate any Legal Requirement or decree, order or judgment Laws applicable to Parent or Merger Subwhich any of its assets are bound, (ii) except as may be required by the Exchange Act or the Securities Act or other applicable securities Laws, require any consent, approval, order, authorization or other action by, or to which either Parent filing with or Merger Sub is subject; or notice to, any person (bincluding any Governmental Entity) conflict withunder, result in a breach violation of, or constitute a default on the part under, or conflict with, or give rise to any right of Parent termination, cancellation or Merger Sub under acceleration pursuant to, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are boundbound or (iii) violate any provision of Parent’s or Merger Sub’s organizational documents, except except, in the case of each of (i), (ii) and (iii), for such violations, defaults or conflicts as matters that would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their its obligations under this Agreement and or otherwise adversely impact Parent’s or Merger Sub’s ability to perform its obligations hereunder in any material respect. (d) Neither Parent nor Merger Sub beneficially own any shares of Company Common Stock (except to the Merger extent such parties may be deemed to have acquired beneficial ownership of the Shares solely as a result of the performance of this Agreement).

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly represent and severally, represents and warrants warrant to Stockholder the Shareholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Parent and Merger Sub is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of organization the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and Merger Sub has the corporate power and authority to execute, deliver and perform its obligations under this Agreement. Each of Parent and Merger Sub has duly authorized, executed and delivered this Agreement. This Agreement has been duly authorized by all necessary corporate action of each of Parent and Merger Sub. This Agreement is each of Parent’s and Merger Sub’s valid and legally binding obligation, enforceable against each of them in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles. (c) No consent or approval of, or filing or registration with, any Governmental Entity or with any third party are required to be made or obtained by either Parent or Merger Sub have in connection with the limited liability company execution, delivery or corporate power performance by Parent and authority, as the case may be, to execute and deliver and perform their obligations under Merger Sub of this Agreement except for the filing with the SEC of any Schedule 13D or any amendments thereto, filings under Section 16 of the Exchange Act and filings under the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the HSR Act. (d) The execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement Sub does not and the Merger Agreement will not constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (ci) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub violation of any Legal Requirement law or decreeany judgment, decree or order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act properties is subject or bound or (including the filing with the SEC of the Offer Documents)ii) a breach or violation of, state takeover lawsor a default under, the DGCL Restated Certificate of Incorporation, as amended, or Amended and Restated By-laws of Parent or the HSR Act and any filing, notification Articles of Organization or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Bylaws of Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder the Rollover Shareholders, as followsof the date hereof and as of the Rollover Effective Time, that: (a) Each Parent is an exempted company duly incorporated, validly existing and in good standing under the laws of Parent the Cayman Islands, and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and Florida; (b) each of Parent and Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and this Agreement, to perform their its obligations under this Agreement and the Merger Agreement hereunder and to consummate the transactions contemplated hereby hereby; (c) this Agreement constitutes the legal, valid and therebybinding obligation of each of Parent and Merger Sub, enforceable in accordance with its terms, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub does not conflict with, violate or cause a breach of any agreement, contract or instrument to which Parent or Merger Sub is a party or any judgment, order or decree to which Parent or Merger Sub is subject; (d) the execution, delivery and performance by Parent and Merger Sub of this Agreement requires no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official except, as applicable, (i) for such filings and approvals as may be required by any applicable state securities "blue sky" laws, (ii) for such as have been obtained and (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not reasonably be expected to adversely affect the ability of Parent or Merger Sub to perform its obligations hereunder; and (e) Immediately after the Closing, Parent shall have a number of shares outstanding such that: (i) the number of shares of Parent held by the Rollover Shareholders shall be equal to the number of Rollover Shares contributed by the Rollover Shareholders to Parent pursuant to Section 2 above; and (ii) the number of shares of Parent held by the shareholders of Parent other than the Rollover Shareholders shall be equal to a fraction, the numerator of which shall be the aggregate amount of the equity contributions of such shareholders made to Parent in connection with the Closing, and the denominator of which shall be an amount equal to the per share Merger Consideration. Other than for the shares described in clauses (i) and (ii) of the preceding sentence or as may be agreed prior to Closing by Rollover Shareholders owning no less than 50% of the Rollover Shares, immediately after the Closing, Parent shall not have issued any equity securities, securities convertible into or exchangeable for equity securities, or options or warrants to acquire the same. Assuming that all Rollover Shares are contributed to Parent at Closing as contemplated by Section 2 hereof and all Cashed-Out Shares are contributed to Merger Sub at Closing as contemplated by Section 3 hereof, the aggregate amount of the equity contributions of the shareholders of Parent other than the Rollover Shareholders made at Closing shall not exceed $165,000,000 (the "Equity Contribution Cap"); provided that (i) in the event that the fees and expenses incurred by or on behalf of the Company, Parent and their respective Representatives in connection with or in furtherance of the Merger and the other transactions contemplated by this Agreement. (b) This , the Merger Agreement and the Merger Agreement have been duly authorizedother agreements referenced herein and therein (including any losses, executed and delivered by each damages, liabilities, costs or expenses relating to the defense or settlement of Parent and Merger Sub, and, assuming this Agreement and any Actions relating to the Merger Agreement constitute legalor any such other transactions and regardless of whether any additional event or occurrence, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject addition to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement, the Merger Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement other agreements referenced herein and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, therein is required to make any filing with or give any notice torise to such payment obligations) exceed an amount equal to $25,000,000, or the Equity Contribution Cap shall be increased by an amount equal to obtain any consent or approval from, any Person at or prior to such excess; and (ii) in the consummation event that the amount of the transactions contemplated in connection with Debt Financing provided by the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the OfferLenders at Closing is less than $60,000,000, the Merger and Equity Contribution Cap shall be increased by an amount equal to such deficiency. Immediately after the other transactions contemplated by Closing, all shareholders of Parent shall hold the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub same class of any of their obligations under this Agreement and the Merger Agreementshares.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware, and each of Parent and the Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to except (i) as limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and similar Legal Requirements other laws of general applicability relating application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to or affecting creditors’ rightsequitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and or the Merger Agreement by each of Parent and Merger Sub, and Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby or thereby will not: (a) cause result in a violationviolation of, or a defaultdefault under, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance . The consummation by either Parent or and Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of by this Agreement or the Merger Agreement by will not (i) violate any provision of any judgment, order or decree applicable to Parent or Merger Sub or the consummation by (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger AgreementSub, other than (x) filings under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such filings, consents or approvals or to make such notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Parent and Merger Sub represent and warrant to the Company that the statements contained in this Article IV are true and correct as of the date hereof. Section 4.01 Organization and Authority of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Sub. Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of organization and each incorporation. Each of Parent and Merger Sub have the limited liability company or has full corporate power and authority, as the case may be, authority to execute and deliver enter into and perform their its obligations under this Agreement and the Merger Agreement Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and each has taken performance by Parent and Merger Sub of this Agreement and any Ancillary Document to which they are a party and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent and Merger Sub and no other corporate proceedings on the part of Parent and Merger Sub are necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, consummate the Merger and the other transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Parent and Merger AgreementSub, and (assuming due authorization, execution and delivery by each other than such filingsparty hereto) this Agreement constitutes a legal, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or valid and binding obligation of Parent and Merger Sub enforceable against Parent and Merger Sub in the aggregate, prevent or materially delay the performance by either accordance with its terms. When each Ancillary Document to which Parent or Merger Sub is or will be a party has been duly executed and delivered by Parent or Merger Sub (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of any of their obligations under this Agreement and the Parent or Merger AgreementSub enforceable against it in accordance with its terms.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents represent and warrants warrant to the Stockholder as follows: (a) Each of Parent and 5.01 Due Organization, Authorization, etc. Merger Sub is an Entity and Parent are duly organized, validly existing and in good standing under the laws of its their jurisdiction of organization and each of Parent and incorporation. Merger Sub and Parent have the limited liability company or all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by each of Merger Sub and thereby, and each has taken Parent have been duly authorized by all necessary corporate action to on the part of Merger Sub and Parent, respectively. This Agreement has been duly authorize the executed and delivered by each of Merger Sub and Parent and constitutes a legal, valid and binding obligation of each of Merger Sub and Parent, enforceable against Merger Sub and Parent in accordance with its terms. The execution, delivery and performance of this Agreement by Merger Sub and the Parent will not constitute a violation of, conflict with or result in a default under, (i) any judgment, decree or order naming Merger Agreement. Sub or Parent or, (bii) This Agreement and the Merger Agreement have been duly authorizedany law, executed and delivered by each regulation of any governmental body applicable to Parent and or Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the . The execution and delivery of this Agreement by Merger Sub and the Merger Agreement by each of Parent and Merger Subdoes not, and the consummation performance of the transactions contemplated by this Agreement by Merger Sub and the Merger Agreement, Parent will not: (a) cause a violation, require Merger Sub or Parent to obtain any consent, approval, authorization or permit of, or a default, filing by Parent or Merger Sub of or Parent with or notification by Merger Sub or Parent to, any Legal Requirement governmental or decreeregulatory authority, order domestic or judgment foreign, except (i) compliance with the applicable requirements under the Exchange Act, (ii) compliance with the HSR Act, if applicable and (iii) where the failure to Parent obtain such consents, approvals, authorizations or Merger Subpermits, or to which either Parent make such filings or Merger Sub is subject; or (b) conflict withnotifications, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, not prevent or materially delay the performance by either Parent or Merger Sub or any Parent of their Merger Sub's and Parent's respective obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Section 5.1 Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder the Rollover Shareholder that as followsof the date hereof and as of the Contribution Closing: (a) Each of Parent and Merger Sub is an Entity duly organizedincorporated, validly existing and in good standing under the laws Laws of its jurisdiction of organization the Cayman Islands and each of Parent and Merger Sub have the limited liability company or corporate has all requisite power and authority, as the case may be, authority to execute and deliver and this Agreement, to perform their its obligations under this Agreement and the Merger Agreement hereunder and to consummate the transactions contemplated hereby hereby. This Agreement has been duly and thereby, validly executed and each has taken all necessary action to duly authorize delivered by Xxxxxx and Xxxxxx Sub and the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent Xxxxxx and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub and no other corporate actions or proceedings on the part of Parent and Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Assuming due authorization, execution and delivery by the Merger AgreementRollover Shareholder, will not: (a) cause this Agreement constitutes a violationlegal, or a default, by valid and binding obligation of Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or and Merger Sub, or to which either enforceable against Parent or and Merger Sub is subject; in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law); (b) conflict except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, result in a breach and no permit, authorization, consent or approval of, or constitute a default any Governmental Authority is necessary on the part of Parent or Merger Sub under for the execution, delivery and performance of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent and Merger Sub, nor the consummation by Xxxxxx and Merger Sub of the transactions contemplated hereby, nor compliance by Parent and Merger Sub with any contractof the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent or Merger Sub, trust(B) result in any breach or violation of, commitmentor constitute a default (or an event which, agreementwith notice or lapse of time or both, understandingwould become a default) under, arrangement or restriction give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent or Merger Sub pursuant to, any kind Contract to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and property or asset is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Merger Sub any of their properties or assets; (c) Merger Sub was formed solely for the purposes of engaging in the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and has not conducted any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or business prior to the consummation date hereof, and has no, and prior to the Effective Time, will have no assets, liabilities or obligations of any nature other than pursuant to any definitive documentation relating to the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement debt financing that may be incurred by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, to complete the Merger and those incident to its formation and capitalization pursuant to the other Merger Agreement and the transactions contemplated by thereby. Other than Merger Sub and the Merger AgreementCompany, there are no other corporations, partnerships, joint ventures, associations, or entities through which Parent conducts business, or other entities in which either Parent controls or owns, of record or beneficially, any direct or indirect equity or other interest; and (d) at the Contribution Closing, the Parent Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than such filings, notifications, approvals, notices restrictions arising under applicable securities Laws or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub organizational documents of any of their obligations under this Agreement and the Merger AgreementParent.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder Shareholder as follows: (a) Each of Parent and Merger Sub is a an Entity entity duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and each of Parent and Merger Sub have the limited liability company or corporate power and authority, as the case may be, to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements legal requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements Law of general applicability relating to or affecting creditors’ rightsrights and subject to general principles of equity. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (ai) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement applicable legal requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (bii) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer DocumentsProxy Statement), state takeover any “anti-takeover” laws, the DGCL or DGCL, in connection with the HSR Act and any filing, notification or approval as otherwise provided in any foreign jurisdiction required by Antitrust Lawsthe Merger Agreement, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Parent and Merger Sub represent and warrant to the Company that the statements contained in this Article IV are true and correct as of the date hereof. Section 4.01 Organization and Authority of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Sub. Each of Parent and Merger Sub is an Entity a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of organization and each incorporation. Each of Parent and Merger Sub have the has full corporate or limited liability company or corporate company, as applicable, power and authority, as the case may be, authority to execute and deliver enter into and perform their its obligations under this Agreement and the Merger Agreement Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and each has taken performance by Parent and Merger Sub of this Agreement and any Ancillary Document to which they are a party and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent and Merger Sub and no other corporate proceedings on the part of Parent and Merger Sub are necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, consummate the Merger and the other transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Parent and Merger AgreementSub, and (assuming due authorization, execution and delivery by each other than such filingsparty hereto) this Agreement constitutes a legal, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or valid and binding obligation of Parent and Merger Sub enforceable against Parent and Merger Sub in the aggregate, prevent or materially delay the performance by either accordance with its terms. When each Ancillary Document to which Parent or Merger Sub is or will be a party has been duly executed and delivered by Parent or Merger Sub (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of any of their obligations under this Agreement and the Parent or Merger AgreementSub enforceable against it in accordance with its terms.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents represent and warrants warrant to Stockholder as followsthe Company that: (a) Each of Organization and Qualification. Parent and Merger Sub is an Entity duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization and each of Parent and Merger Sub have Delaware, with the limited liability company or corporate power and authority, authority to own and operate its business as the case may be, to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or presently conducted. Merger Sub is subject; duly organized, validly existing and in good standing under the laws of the State of Delaware. Parent is duly qualified as a foreign corporation or (b) conflict with, result other entity to do business and is in a breach of, good standing in each jurisdiction where the character of its properties owned or constitute a default on held under lease or the part nature of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are boundits activities makes such qualification necessary, except for such violations, defaults or conflicts failures of Parent to be so qualified as would not, individually or in the aggregate, prevent or materially delay the performance by either have a Material Adverse Effect on Parent. Each of Parent or and Merger Sub or any has previously made available to the Company, true and correct copies of their its Certificate of Incorporation and By-laws, as currently in effect. (b) Authorization; Validity and Effect of Agreement. Each of Parent and Merger Sub has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Merger Agreement. Except as may be required Sub and the performance by the Exchange Act (including the filing with the SEC each of the Offer Documents), state takeover laws, the DGCL or the HSR Act Parent and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any Sub of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to its obligations hereunder and the consummation of the transactions contemplated in connection with hereby have been duly authorized by the execution Board of Directors of Parent (or a duly authorized committee thereof) and delivery the Board of this Agreement or Directors of Merger Sub and all other necessary corporate action on the part of Parent and Merger Agreement by Sub, and, subject to the succeeding sentence, no other corporate proceedings on the part of Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under are necessary to authorize this Agreement and the transactions contemplated hereby. Immediately following execution of this Agreement by the parties hereto, Parent shall execute and deliver to Merger AgreementSub a written consent adopting this Agreement in its capacity as sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to Stockholder as follows: (a) Each of Parent is a limited liability company and Merger Sub is an Entity a corporation, both duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its the jurisdiction of organization its organization, and each of Parent and Merger Sub have the has all requisite limited liability company or corporate power (as applicable) and authority, as the case may be, authority to execute enter into and deliver and to perform their its obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming the due authorization, execution and delivery of this Agreement and on behalf of Stockholder, constitutes the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (including all Legal Requirements relating to fraudulent transfers)ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and similar Legal Requirements of general applicability relating to or affecting creditors’ rightsother equitable remedies. (c) Assuming compliance with the applicable provisions Except for violations and defaults that would not adversely affect Parent’s or Merger Sub’s ability to perform any of its obligations under, or consummate any of the HSR Acttransactions contemplated by, if applicable, and any applicable filing, notification this Agreement or approval in any foreign jurisdiction required by Antitrust Lawsthe Merger Agreement, the execution and delivery of this Agreement and or the Merger Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby or thereby will not: (ai) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any material contract, trust, commitment, agreement, understanding, arrangement ; or restriction of any kind to which either (ii) cause a violation by Parent or Merger Sub is a party or by which either of any legal requirement applicable to Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger AgreementSub. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, Sub is required to make any filing with or give any notice to, or to obtain any consent or approval from, from any Person at or prior to the consummation of Acceptance Time or the transactions contemplated Effective Time in connection with the execution and delivery of this Agreement or and the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of any of the Offer, the Merger and the other transactions contemplated by this Agreement or the Merger Agreement, except: (i) as may be required by the Exchange Act, General Corporation Law of the State of Delaware (the “DGCL”), the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or other than applicable Laws; or (ii) where the failure to make any such filings, notifications, approvals, notices filing or consents that, if obtain any such consent would not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent adversely affect Parent’s or Merger Sub of Sub’s ability to perform any of their its obligations under under, or consummate any of the transactions contemplated by, this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder the Investors as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state of Delaware and has the requisite corporate power and authority to execute and deliver this Agreement and the agreements contemplated hereby and to perform its jurisdiction of organization obligations hereunder and thereunder. The execution and delivery by each of Parent and Merger Sub have the limited liability company or corporate power and authority, as the case may be, to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the agreements contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Agreement. (b) This Sub are necessary to authorize this Agreement and the Merger agreements contemplated hereby. This Agreement have has been duly authorized, and validly executed and delivered by each of Parent and Merger Sub, Sub and, assuming this Agreement the due authorizations, executions and deliveries thereof by the Merger Agreement constitute legalInvestors, valid and binding obligations of the other parties thereto, constitute constitutes the legal, valid and binding obligations obligation of each of Parent and Merger Sub, are enforceable against each of them Parent and Merger Sub in accordance with their its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and or similar Legal Requirements of general applicability relating to or Laws affecting creditors’ rightsrights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) As of the date hereof, the authorized capital stock of Parent consists of 1,000 shares of Parent Common Stock, all of which are issued and outstanding and held by Prides Fund as of the date hereof. As of the date hereof, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $.01 per share ( “Acquiror Common Stock”), all of which are issued and outstanding and held by Parent as of the date hereof. (c) Assuming compliance The Prides Fund Shares, the Prides Co-Invest Shares, the IHC Shares and the Six Continents Shares, when issued and delivered in accordance with the applicable provisions terms hereof and upon receipt of the HSR Actpayment required to be made hereunder, if applicablewill be duly authorized, validly issued, fully paid and nonassessable and free and clear of any applicable filingmortgage, notification pledge, security interest, claim, encumbrance, lien or approval in charge of any foreign jurisdiction required by Antitrust Lawskind (each, the a “Lien”). (d) The execution and delivery by Parent and Merger Sub of this Agreement and the Merger Agreement transactions contemplated hereby do not, and the performance by each of Parent and Merger Sub, and the consummation Sub of the transactions contemplated by this Agreement and the Merger Agreement, transactions contemplated hereby will not: , (ai) cause a violation, conflict with or a default, by violate the Certificate of Incorporation or By-laws or equivalent governing documents of either Parent or Merger Sub of Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.1(e) have been obtained or taken and all filings and obligations described in Section 2.1(e) have been made or fulfilled, conflict with or violate any Legal Requirement or decree, order or judgment Law applicable to Parent or Merger SubSub or by which any property or asset of either of them is bound or affected, or to which either Parent or Merger Sub is subject; or (biii) conflict with, result in a any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on the part any property or asset of Parent or Merger Sub under pursuant to, any note, bond, mortgage, indenture, contract, trust, commitment, agreement, understandinglease, arrangement license, permit, franchise or restriction of any kind other instrument or obligation to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any property or asset of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act either of them is bound or affected, except, with respect to clause (including the filing with the SEC of the Offer Documentsiii), state takeover lawsfor any such conflicts, the DGCL violations, breaches, defaults or the HSR Act and any filing, notification other occurrences which would not reasonably be expected to have a Parent Material Adverse Effect or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required would not reasonably be expected to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either ability of the Parent or Merger Sub to consummate the transactions contemplated hereby. (e) The execution and delivery by Parent and Merger Sub of any of their obligations under this Agreement and the transactions contemplated hereby do not, and the performance by Parent and Merger AgreementSub of this Agreement and the transactions contemplated hereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the HSR Act, the Exchange Act, and filing and recordation of appropriate merger documents as required by the DGCL and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to have a Parent Material Adverse Effect or materially delay the ability of the Parent or Merger Sub to consummate the transactions contemplated hereby. (f) Each of Parent and Merger Sub was organized solely for the purpose of effecting the Transactions and has engaged in no activity other than in connection therewith.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder Shareholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware, Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia, and each of Parent and the Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and constitutes the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations obligation of each of Parent and Merger Sub, are enforceable against each of them in accordance with their its terms, subject to except (i) as limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and similar Legal Requirements other laws of general applicability relating to or application affecting enforcement of creditors’ rightsrights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby will not: (a) cause result in a violationviolation of, or a defaultdefault under, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound. The consummation by Parent and Merger Sub of the transactions contemplated by this Agreement will not (i) violate any provision of any judgment, except for such violations, defaults order or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either decree applicable to Parent or Merger Sub or (ii) require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any Governmental Entity, except for (w) applicable requirements, if any, of their obligations under this Agreement and the Merger Agreement. Except as may be required by (A) the Exchange Act (including Act, including, without limitation, the filing with the SEC of the Offer Documents)Schedule TO, (B) state takeover lawssecurities or “blue sky” Laws, (C) the DGCL Georgia Business Corporation Code (“GBCC”) to file the Articles of Merger or other appropriate documentation and (D) Nasdaq, (x) those required by the HSR Act Act, (y) such filings and any filing, notification approvals as are required to be made or approval in obtained under any foreign jurisdiction required by Antitrust Lawsantitrust, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with competition or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated similar Laws in connection with the execution and delivery consummation of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger this Agreement, other than such filingsand (z) the filing of customary applications and notices, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of as applicable with any of their obligations under this Agreement and the Merger AgreementRegulatory Authority.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware, and each of Parent and the Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to except (i) as limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and similar Legal Requirements other laws of general applicability relating to or application affecting enforcement of creditors’ rightsrights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and or the Merger Agreement by each of Parent and Merger Sub, and Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby or thereby will not: (a) cause result in a violationviolation of, or a defaultdefault under, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance . The consummation by either Parent or and Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of by this Agreement or the Merger Agreement by will not (i) violate any provision of any judgment, order or decree applicable to Parent or Merger Sub or the consummation by (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger AgreementSub, other than (x) filings under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such filings, consents or approvals or to make such notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly represent and severally, represents and warrants warrant to Stockholder the Company as followsof the date hereof that: (a) Each of Parent and Merger Sub is an Entity exempted company duly organizedincorporated, validly existing and in good standing under the laws Laws of its jurisdiction of organization and each the Cayman Islands. (b) Each of Parent and Merger Sub have the limited liability company or has all necessary corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement Amendment and to consummate the transactions contemplated hereby perform its obligations hereunder. The execution and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement Amendment by Parent and the Merger Agreement. (b) This Agreement and the Merger Agreement Sub have been duly authorizedand validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Amendment (other than the filings, notifications and other obligations and actions described in Section 3.3(d)). This Amendment has been duly and validly executed and delivered by each of Parent and Merger Sub, Sub and, assuming this Agreement due authorization, execution and delivery by the Merger Agreement constitute Company, constitutes a legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations obligation of each of Parent and Merger Sub, are enforceable against each of them Parent and Merger Sub in accordance with their its terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium the Bankruptcy and similar Legal Requirements of general applicability relating to or affecting creditors’ rightsEquity Exception. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the The execution and delivery of this Agreement Amendment and the Merger Agreement performance of this Amendment by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, Sub will not: , (ai) cause a violation, conflict with or a default, by violate the memorandum and articles of association of either Parent or Merger Sub of Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.3(d) have been obtained and all filings and obligations described in Section 3.3(d) have been made, conflict with or violate any Legal Requirement or decree, order or judgment Law applicable to Parent or Merger Sub, Sub or to by which any property or asset of either Parent of them is bound or Merger Sub is subject; affected or (biii) conflict with, result in a any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on the part any property or asset of Parent or Merger Sub under pursuant to, any contract, trust, commitment, agreement, understanding, arrangement Contract or restriction of any kind obligation to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are boundany property or asset of either of them is bound or affected, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or conflicts as other occurrences that would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or consummation of any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement Transactions by Parent or Merger Sub or otherwise be materially adverse to the consummation by ability of Parent or and Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of to perform their material obligations under this Agreement and the Merger Agreement. (d) The execution and delivery of this Amendment by Parent and Merger Sub do not, and the performance of this Amendment by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for the filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization organization, and each of Parent and Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and constitutes the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to except (i) as limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and similar Legal Requirements other laws of general applicability relating to or application affecting enforcement of creditors’ rightsrights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby will not: (a) cause result in a violationviolation of, or a defaultdefault under, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound. The consummation by Parent and Merger Sub of the transactions contemplated by this Agreement will not (i) violate any provision of any judgment, except for such violations, defaults order or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either decree applicable to Parent or Merger Sub or (ii) require any of their obligations consent, approval or notice under this Agreement any statute, law, rule or regulation applicable to either Parent or Merger Sub, other than (x) as required under applicable federal securities laws, including the Exchange Act and the Merger Agreement. Except rules and regulations promulgated thereunder, the rules of any applicable securities exchange, the pre-merger notification requirements of the HSR Act, and filings and recordation of appropriate merger documents as may be required by the Exchange Act (including the filing with the SEC General Corporation Law of the Offer Documents), state takeover laws, the DGCL State of Delaware (“DGCL”) or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust other applicable Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required and (y) where the failure to obtain such consents or approvals or to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly represent and severally, represents and warrants warrant to each Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity a limited liability company duly organizedformed, validly existing and in good standing under the laws of its jurisdiction the State of organization Oregon. Merger Sub is a corporation duly organized, validly existing and each in good standing under laws of the State of Delaware. Each of Parent and Merger Sub have the limited liability company or corporate has all requisite power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and constitutes the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their its terms, subject to except (i) as limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, fraudulent conveyance, moratorium and similar Legal Requirements other laws of general applicability relating to or application affecting enforcement of creditors’ rightsrights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Assuming compliance with the applicable provisions of the HSR ActThe execution, if applicable, delivery and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery performance of this Agreement and the Merger Agreement by each of Parent and Merger Sub, Sub does not and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: not (ai) cause a violation, or a default, by Parent or Merger Sub violate any provision of any Legal Requirement or decreejudgment, order or judgment decree applicable to Parent or Merger SubSub or (ii) breach or violate, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute cause a default on under, the part Certificate of Formation, Certificate of Incorporation, bylaws or operating agreement (in each case, as applicable) of Parent or Merger Sub under Sub. (d) No consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any contract, trust, commitment, agreement, understanding, arrangement Governmental Entity or restriction of any kind third party is required to which either Parent be made or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance obtained by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution execution, delivery and delivery performance of this Agreement or Agreement, except for (i) any applicable requirements of (A) the Merger Agreement Exchange Act, (B) the DGCL and (C) the NYSE, (ii) as required by Parent or Merger Sub or the consummation by Parent or Merger Sub of the OfferCompetition Laws, the Merger and the other transactions (iii) as contemplated by the Merger AgreementAgreement (including the schedules thereto), other than and (iv) where the failure to obtain such filings, consents or approvals or to make such notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to each Stockholder as follows: (a) (i) Each of Parent and Merger Sub is an Entity duly organizedhas full legal right, validly existing and in good standing under the laws of its jurisdiction of organization and each of Parent and Merger Sub have the limited liability company or corporate power and authority, as the case may be, capacity to execute and deliver and this Agreement, to perform their its obligations under this Agreement and the Merger Agreement hereunder and to consummate the transactions contemplated hereby hereby, (ii) this Agreement has been duly executed and thereby, delivered by Parent and each has taken all necessary action to duly authorize Merger Sub and the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent and Merger Sub and no other company actions or proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and the Merger (iii) this Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute constitutes the legal, valid and binding obligations agreement of each of Parent and Merger Sub, are enforceable against each of them Parent and Merger Sub in accordance with their terms, subject its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganizationmoratorium, moratorium and reorganization or similar Legal Requirements Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights.rights generally or by general principles of equity); (cb) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger SubSub does not, and the consummation of the transactions contemplated by this Agreement hereby and the Merger Agreement, compliance with the provisions hereof will not: , (ai) cause a violationconflict with or violate any applicable Law or Contract binding upon each of Parent and Merger Sub, (ii) conflict with or violate the certificates of incorporation or bylaws of Parent and Merger Sub, nor (iii) require any authorization, consent or approval of, or a defaultfiling with, any Governmental Authority, except in each case of clause (i) and (iii) hereof for filings with the SEC by Parent or Merger Sub of as would not impact such Parent’s ability to perform or comply with its obligations under this Agreement in any Legal Requirement or decree, order or judgment applicable to material respect; and (c) Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party corporation duly incorporated, validly existing and in good standing under Laws of the State of Delaware, and has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or by which either Parent or Merger Sub or their respective assets are boundoperate its properties and assets, except for such violations, defaults or conflicts as where the failure to be in good standing would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated hereby or the performance by Parent or Merger Sub of their respective covenants and obligations hereunder. Merger Sub is a corporation duly organized, validly existing and in good standing under the Merger AgreementLaws of the State of Delaware, other than such filingsand has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, notificationslease or operate its respective properties and assets, approvals, notices or consents that, if not obtained, made or given, except where the failure to be in good standing would not, individually or in the aggregate, prevent or materially delay the performance consummation by either Parent or Merger Sub of any the transactions contemplated hereby or the performance by Parent or Merger Sub of their respective covenants and obligations under this Agreement and the hereunder. Neither Parent nor Merger AgreementSub is in violation of their respective certificates of incorporation or bylaws.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization its incorporation, and each of Parent and Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to except (i) as limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and similar Legal Requirements other laws of general applicability relating to or application affecting enforcement of creditors’ rightsrights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and or the Merger Agreement by each of Parent and Merger Sub, and Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby or thereby will not: (a) cause result in a violationviolation of, or a defaultdefault under, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance . The consummation by either Parent or and Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of by this Agreement or the Merger Agreement by will not (i) violate any provision of any judgment, order or decree applicable to Parent or Merger Sub or the consummation by (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger AgreementSub, other than (x) filings under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such filings, consents or approvals or to make such notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents represent and warrants warrant to Stockholder the Company as follows: (a) Each of : Organization and Qualification. Parent and Merger Sub is an Entity a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of its jurisdiction the State of organization Massachusetts. Merger Sub is a corporation duly incorporated, validly existing and each in good standing under the Laws of the State of Delaware. Merger Sub is a newly formed entity that has been formed solely for the purposes of the Merger and does not carry on any business or engage in any activities other than those reasonably related to the Merger and the other transactions contemplated by this Agreement. Authority; Enforceability. Each of Parent and Merger Sub have the limited liability company or has all necessary corporate power and authority, as the case may be, authority to execute and deliver and this Agreement and, in the case of Parent, the Escrow Agreement, to perform their respective obligations under this Agreement hereunder and the Merger Agreement thereunder and to consummate the transactions contemplated hereby and therebythereby (including, in the case of Merger Sub, the Merger). The execution and delivery by each of Parent and Merger Sub of this Agreement and by Parent of the Escrow Agreement, the performance of their respective obligations hereunder and thereunder, and each has taken all necessary action to the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby (including, in the case of Merger Sub, the Merger) have been duly authorize and validly authorized by the execution, delivery Board of Directors of Parent and performance Merger Sub and (in the case of this Agreement and the transactions contemplated thereby, including the Merger) by Parent as the sole stockholder of Merger Agreement. Sub. No further corporate action is required on the part of Parent or Merger Sub to authorize (a) this Agreement or the Escrow Agreement or (b) the Merger or the other transactions contemplated hereby (other than, in the case of the consummation of the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement and the Merger Agreement have has been duly authorized, and validly executed and delivered by each of Parent and Merger Sub, andand assuming the due authorization, assuming this Agreement execution and delivery hereof by the Company and the Merger Agreement constitute Equityholders’ Representative, constitutes a legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations obligation of each of Parent and Merger Sub, are enforceable against each of them Parent and Merger Sub in accordance with their its terms, subject to the effects of (i) bankruptcy, insolvency (including all Legal Requirements relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium and other similar Legal Requirements of general applicability Laws relating to or affecting creditors’ rights. rights generally, and (cii) Assuming compliance with the applicable provisions general equitable principles (whether considered in a proceeding in equity or at law). The Escrow Agreement will have been duly and validly executed and delivered by Parent as of the HSR ActClosing, if applicableand, when so executed and any applicable filingdelivered (assuming the due authorization, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery thereof by the other parties thereto), will constitute a legal, valid and binding obligation of this Agreement Parent, enforceable against it in accordance with its terms, subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and the Merger Agreement by each of Parent and Merger Subother similar Laws relating to or affecting creditors’ rights generally, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (aii) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or general equitable principles (b) conflict with, result whether considered in a breach of, proceeding in equity or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documentsat law), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to each Stockholder as follows: (a) Each of Parent and Merger Sub is a an Entity entity duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and each of Parent and Merger Sub have the limited liability company or corporate power and authority, as the case may be, to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements legal requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements laws of general applicability relating to or affecting creditors’ rightsrights and subject to general principles of equity. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (ai) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement applicable legal requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (bii) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer DocumentsProxy Statement), state takeover any “anti-takeover” laws, the DGCL or DGCL, in connection with the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule delivered by Parent to the Company at or prior to the execution and delivery of this Agreement (the “Parent Disclosure Schedule”) (it being understood that (a) the Parent Disclosure Schedule will be arranged by sections corresponding to the lettered and numbered sections contained in this Section 2.2 and (b) nothing in the Parent Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Parent Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail), Parent and Merger Sub each represent and warrant to the Company as of the date of this Agreement and as of the Closing Date: (a) Organization, Standing and Power. Each of Parent and Merger Sub hereby, jointly has been duly organized and severally, represents and warrants to Stockholder as follows: (a) Each of Parent and Merger Sub is an Entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization organization. Each of Parent and Merger Sub is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except as would not reasonably be expected to have a Material Adverse Effect on Parent and Merger Sub. True and complete copies of the Organizational Documents of Parent and Merger Sub have been furnished by Parent to the limited liability company or corporate Company for inspection. (b) Authority; No Conflicts. (i) Each of Parent and Merger Sub has all requisite power and authority, as the case may be, authority to execute and deliver and perform their obligations under each of this Agreement Agreement, each of the Voting Agreements and the Merger Agreement Asset Purchase Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action . Subject to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Lawssucceeding sentence, the execution and delivery of this Agreement Agreement, the Voting Agreements and the Asset Purchase Documents to which it is a party by Parent and Merger Agreement Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Parent and Merger Sub. Immediately following execution of each of this Agreement, the Voting Agreements and the Asset Purchase Documents to which it is a party by the parties hereto, Parent shall, as sole stockholder of Merger Sub, execute and deliver to Merger Sub its written consent to the adoption of this Agreement. Each of this Agreement, the Voting Agreements and the Asset Purchase Documents to which it is a party has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and Merger Sub, enforceable against them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of each of this Agreement, the Voting Agreements and the Asset Purchase Documents to which it is a party by Parent and Merger Sub does not or will not, as the case may be, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby will not: (a) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach any Violation of, or constitute a default on : (A) any provision of the part Organizational Documents of Parent or and Merger Sub under or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Parent and Merger Sub and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any contract, trust, commitment, loan or credit agreement, understandingnote, arrangement mortgage, bond, indenture, lease, benefit plan or restriction of any kind other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are boundproperties or assets. (iii) No consent, except for such violationsapproval, defaults order or conflicts as would notauthorization of, individually or in the aggregateregistration, prevent declaration or materially delay the performance filing with, any Governmental Entity is required by either or with respect to Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of each of this Agreement or Agreement, the Merger Agreement Voting Agreements and the Asset Purchase Documents to which it is a party by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by hereby, except for (A) the Merger Agreement, other than such filings, notificationsconsents, approvals, notices or consents thatorders, if not obtainedauthorizations, made or givenregistrations, would not, individually declarations and filings required under or in relation to Section 2.1(c)(iii) and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the aggregate, prevent failure of which to make or materially obtain would not reasonably be expected to have a Material Adverse Effect on Parent and Merger Sub or impair or delay the performance by either ability of Parent or Merger Sub to consummate the transactions contemplated hereby. (c) No Prior Activities. Merger Sub was formed solely for the purpose of any engaging in the transactions contemplated hereby. Except for obligations incurred in connection with its incorporation or organization or the negotiation and consummation of their obligations under this Agreement and the transactions contemplated hereby, Merger AgreementSub has neither incurred any obligation or liability nor engaged in any business or activity of any type or kind whatsoever, or entered into any agreement or arrangement with any Person. Merger Sub is a wholly-owned subsidiary of Parent. (d) Cash Consideration. Parent has available to it, or at the Closing will have available to it, sufficient cash resources necessary to make the payments for the Asset Purchase and the shares of the Company Common Stock contemplated by this Agreement and all associated costs and expenses. At the Effective Time, Parent or its designated Subsidiary shall enter into a license with the Surviving Corporation to provide the Surviving Corporation with such rights in the Owned Intellectual Property as are necessary to conduct the business of the Surviving Corporation with respect to its currently existing properties and assets in substantially the same manner that it was conducted prior to the sale of the Owned Intellectual Property.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder the Stockholders as follows: (a) Each of Parent and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware, and each of Parent and Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium the Bankruptcy and similar Legal Requirements of general applicability relating to or affecting creditors’ rightsEquity Exception. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and or the Merger Agreement by each of Parent and Merger Sub, and Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby or thereby will not: (a) cause result in a violationviolation of, or a defaultdefault under, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance . The consummation by either Parent or and Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of by this Agreement or the Merger Agreement by will not (i) violate any provision of any judgment, order or decree applicable to Parent or Merger Sub Sub, or the consummation by (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger AgreementSub, other than (x) filings under the Exchange Act and the rules and regulations promulgated thereunder, and (y) where the failure to obtain such filings, consents or approvals or to make such notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder each Shareholder as follows: (a) Each of Parent and Merger Sub is an Entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and each of Parent and Merger Sub have the limited liability company or corporate power and authority, as the case may be, to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rightsrights and subject to general principles of equity. (c) Assuming receipt of the FCC Consent, compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (ai) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (bii) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer DocumentsProxy Statement), state takeover lawsTakeover Laws, the DGCL MBCA, in connection with the FCC Consent or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to Stockholder as follows: (a) Each of Parent is a limited liability company and Merger Sub is an Entity a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its the jurisdiction of organization its organization, and each of Parent and the Merger Sub have the limited liability company or has all requisite corporate power and authority, as the case may be, authority to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary corporate action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement. (b) This Agreement and the Merger Agreement have has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement Sub and constitutes the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to except (i) as limited by applicable bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers)insolvency, reorganization, moratorium and similar Legal Requirements other laws of general applicability relating to or application affecting enforcement of creditors’ rightsrights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Neither the execution and delivery of this Agreement and or the Merger Agreement by each of Parent and Merger Sub, and Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Merger Agreement, hereby or thereby will not: (a) cause result in a violationviolation of, or a defaultdefault under, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (b) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance . The consummation by either Parent or and Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of by this Agreement or the Merger Agreement by will not (i) violate any provision of any judgment, order or decree applicable to Parent or Merger Sub or the consummation by (ii) require any consent, approval or notice under any statute, law, rule or regulation applicable to either Parent or Merger Sub of the Offer, the Merger and the other transactions contemplated by the Merger AgreementSub, other than (x) as required under applicable federal securities laws, including the Exchange Act and the rules and regulations promulgated thereunder and filings and recordation of appropriate merger documents as required by the General Corporation Law of the State of Delaware (“DGCL”) or any other applicable Laws, and (y) where the failure to obtain such filings, consents or approvals or to make such notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.