Common use of Authority; Execution and Delivery; Enforceability Clause in Contracts

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, execution and delivery by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Parent and Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Sub of this Agreement and the Statutory consummation by Parent and Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests Sub of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of Parent and Merger Sub, subject to the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement Parent Stockholder Approval and the filing with the Secretary of State of the State of Delaware of the Certificate Amendment in accordance with Section 242 of the DGCL. Each of Parent and Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms. (b) The Board of Directors of Parent, at a meeting duly called and held in each casecompliance with the DGCL, has: (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, Parent and its stockholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of Merger Sub to its creditors existing as of immediately prior to the Effective Time; (ii) approved this Agreement, the Merger and the other transactions contemplated by this Agreement; and (iii) determined to recommend that the stockholders of Parent approve the amendment of the Certificate Amendment and the issuance of shares of Parent Common Stock in connection with the Merger (the “Parent Recommendation”). (c) The Board of Directors of Merger Sub has by unanimous written consent: (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, Merger Sub and its shareholder and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of Merger Sub to its creditors existing as of immediately prior to the Effective Time; (ii) approved this Agreement, the Merger and the other transactions contemplated by this Agreement; and (iii) determined to recommend that the shareholder of Merger Sub approve the Merger and the other transactions contemplated by this Agreement. Parent, as enforcement may be limited by bankruptcysole shareholder of Merger Sub, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equityhas approved this Agreement.

Authority; Execution and Delivery; Enforceability. The Company (a) Trulia has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Trulia Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, hereby (subject, in the case of the Trulia Merger, to the receipt of Trulia Stockholder Approval and the affirmative votes filing and recordation of a majority of appropriate merger documents as required by the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”DGCL). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms execution and delivery of this Agreement by Trulia and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests consummation by Trulia of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby have been duly and therebyvalidly authorized by all necessary corporate action, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates Trulia are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and hereby (other than, with respect to the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement Trulia Merger, Trulia Stockholder Approval and the filing and recordation of appropriate merger documents as required by the Merger Application with the Registrar pursuant to the Bermuda Companies ActDGCL). The Company This Agreement has been duly and validly executed and delivered this Agreement, by Trulia and, assuming the due authorization, execution and delivery by Parent Zillow and Merger SubHoldCo, this Agreement constitutes its a legal, valid and binding obligationobligation of Trulia, enforceable against it Trulia in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, fraudulent transfer, moratorium or similar Laws laws affecting creditors’ rights generally and by subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) The Trulia Board has adopted such resolutions as are necessary, as of the date hereof, to render any Takeover Law inapplicable to this Agreement, the Trulia Voting Agreements and the transactions contemplated hereby and thereby.

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power execution and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated delivery by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Sellers of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests consummation by Sellers of the Company Transactions have been duly authorized by all necessary corporate or other organizational action and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings action or proceeding on the part of the Company Sellers or its Affiliates are their respective equityholders is necessary to authorize or adopt this Agreement and the Statutory Merger Agreement (including any shareholder vote or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Actapproval). The Company has Sellers have duly executed and delivered this Agreement, andand this Agreement, assuming the due authorization, execution and delivery by Parent and Merger Sub, of this Agreement by Purchaser, constitutes their legal, valid and binding obligation, enforceable against them in accordance with its terms and conditions, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles as to enforceability (whether considered in a Proceeding in equity or at Law). The execution and delivery by each Seller of each other Transaction Agreement to which it is or will be party and the consummation by each Seller of the Transactions have been, or will be at the Closing, as applicable, duly authorized by all necessary corporate or other organizational action and no other action or proceeding on the part of such Seller or any of its equityholders is necessary to authorize the Transaction Agreements or the Transactions. Each Seller has, or will have at the Closing, as applicable, duly executed and delivered each other Transaction Agreement to which it is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by Purchaser or its Affiliate, constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and by general equitable principles of equity(whether considered in a Proceeding in equity or at Law).

Authority; Execution and Delivery; Enforceability. The Company (a) Each of CenturyLink and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, thereunder and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the MergerShare Issuance, to the receipt of the affirmative votes of a majority CenturyLink Shareholder Approval and, in the case of the votes cast Merger, for the approval of this Agreement by holders CenturyLink as the sole stockholder of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Merger Sub. The Board of Directors of the Company CenturyLink (the “Company CenturyLink Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Company CenturyLink was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement is in the best interests of CenturyLink and the Statutory Merger Agreement and the transactions contemplated hereby and therebyits shareholders, including the Merger; and (iviii) subject to Section 5.04, convening a meeting of the shareholders and recommending that the CompanyCenturyLink’s shareholders vote in favor of the adoption and approval of this Agreement the issuance of CenturyLink Common Stock constituting the Merger Consideration (the “Share Issuance”) and directing that the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, Share Issuance be submitted to CenturyLink’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company CenturyLink Shareholders Meeting”). Except for any Adverse Recommendation Change made after As of the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has adopted resolutions (i) approving the execution, delivery and performance of this Agreement, (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and CenturyLink, as its sole stockholder, (iii) declaring this Agreement advisable and (iv) recommending that CenturyLink, as sole stockholder of Merger Sub, adopt this Agreement and directing that this Agreement be submitted to CenturyLink, as sole stockholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. CenturyLink, as sole stockholder of Merger Sub, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, adopt this Agreement. Except (x) solely in the case of the Share Issuance, for the approval of the Share Issuance by the affirmative vote of the holders of a majority of the voting power of the shares of CenturyLink Common Stock and CenturyLink Preferred Stock represented in person or by proxy at the CenturyLink Shareholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual (the “CenturyLink Shareholder Approval”), and (y) solely in the case of the Merger, for the adoption of this Agreement by CenturyLink as the sole stockholder of Merger Sub, no other corporate proceedings on the part of the Company CenturyLink or its Affiliates Merger Sub are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActDGCL). The Company Each of CenturyLink and Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubQwest, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The CenturyLink By-laws render LBCL Sections 12:135 through 12:140.2 inapplicable to the Merger. No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger AgreementTransactions, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of approving this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby Transactions, (ii) determining that entering into this Agreement, the Merger and thereby the Transactions are fair to, and in the best interests of of, the Company and its shareholders; , (iii) approving and declaring advisable this Agreement, the execution, delivery and performance of this Agreement Merger and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; Transactions advisable and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of adopt this Agreement, the adoption Merger and approval of the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Statutory Merger Agreement and be submitted to the transactions contemplated hereby and thereby, including the Merger, Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawnwithdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement Transactions (except for executing and delivering the Statutory Merger Agreement and the filing of the Certificate of Merger Application with the Registrar Secretary of State pursuant to the Bermuda Companies ActOGCL). The Company has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in each caseSection 3.10, as enforcement may be limited by bankruptcythe Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, insolvencyParent, reorganizationMerger Sub, fraudulent transferthis Agreement, moratorium the Merger or similar the Transactions, and no other Takeover Laws affecting creditors’ rights generally and by general principles or any anti-takeover provision in the Company Articles or the Company Regulations are, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of equity.the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes vote of the holders of a majority of the votes cast by holders outstanding shares of outstanding Common Shares Stock entitled to vote at the Company Shareholders Stockholders Meeting (the “Company Shareholder Stockholder Approval”). The Company Board of Directors of the Company (the “Company Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby by this Agreement are fair to and in the best interests of the Company and its shareholders; stockholders, (iiiii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyby this Agreement, including the Merger; , and (iviii) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders stockholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyby this Agreement, including the Merger, at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). Except for any Adverse Recommendation Change made after As of the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Stockholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Certificate of Merger Application in accordance with the Registrar pursuant to relevant provisions of the Bermuda Companies ActDGCL). The Company has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its the Company’s legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity.

Authority; Execution and Delivery; Enforceability. The Company (a) Each Ashland Party has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement the Transaction Agreements, and the Statutory Merger Agreementother agreements and instruments to be executed and delivered in connection with the Transaction Agreements (the "Ancillary Agreements"), to perform its obligations hereunder and thereunderwhich it is, or is specified to be, a party and to consummate the Merger Transactions. The execution and delivery by each Ashland Party of each Transaction Agreement and Ancillary Agreement to which it is, or is specified to be, a party and the other transactions contemplated consummation by this Agreement each Ashland Party of the Transactions to be consummated by it under the Transaction Agreements and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast Ancillary Agreements have been duly authorized by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended all necessary corporate or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings limited liability company action on the part of the Company or its Affiliates are necessary each Ashland Party subject to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing receipt of the Merger Application with the Registrar pursuant to the Bermuda Companies ActAshland Shareholder Approval (as defined in Section 6.04(b)). The Company Each Ashland Party has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this each Transaction Agreement to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. As of the Closing Date, each Ashland Party will have duly executed and delivered each Ancillary Agreement to which it is a party, and each Ancillary Agreement to which it is a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms. (b) The Ashland Board, at a meeting duly called and held, duly and unanimously adopted resolutions: (i) adopting and approving the Transaction Agreements, the Ancillary Agreements and the Transactions; (ii) determining that the terms exceptof the Transactions are fair to and in the best interests of Ashland and its shareholders; and (iii) recommending that Ashland's shareholders approve the Transaction Agreements and the Transactions (including the plan of merger for the Reorganization Merger and the proposed transfer of Ashland's interests in MAP, in each caseLOOP LLC and LOCAP LLC, as enforcement may be limited well as the Maleic Business and the VIOC Centers, provided for in the Transaction Agreements). The only vote of holders of any class or series of Ashland Capital Stock necessary to approve and adopt the Transaction Agreements and the Transactions is the approval of the Transaction Agreements and the Transactions (including the plan of merger for the Reorganization Merger and the proposed transfer of Ashland's interests in MAP, LOOP LLC and LOCAP LLC, as well as the Maleic Business and the VIOC Centers, provided for in the Transaction Agreements) by bankruptcythe holders of a majority of the outstanding Ashland Common Stock (the "Ashland Shareholder Approval"). (c) The Board of Directors of HoldCo has duly and unanimously adopted resolutions: (i) approving and declaring advisable the Transaction Agreements and the Ancillary Agreements to which HoldCo is a party, insolvencyand approving the Transactions; (ii) determining that the terms of the Transactions to which HoldCo is a party are fair to and in the best interests of HoldCo and Ashland, reorganizationits sole shareholder; and (iii) recommending that Ashland, fraudulent transferHoldCo's sole shareholder, moratorium or similar Laws affecting creditors’ rights generally adopt the Transaction Agreements to which HoldCo is a party. Ashland, as the sole shareholder of HoldCo, has duly approved and by general principles adopted the Transaction Agreements to which HoldCo is a party. (d) The New Ashland Board has duly and unanimously adopted resolutions: (i) adopting and approving the Transaction Agreements and the Ancillary Agreements to which New Ashland Inc. is a party, and adopting and approving the Transactions; (ii) determining that the terms of equitythe Transactions to which New Ashland Inc. is a party are fair to and in the best interests of New Ashland Inc. and HoldCo, its sole shareholder; and (iii) recommending that HoldCo, New Ashland Inc.'s sole shareholder, approve the Transaction Agreements to which New Ashland Inc. is a party. HoldCo, as the sole shareholder of New Ashland Inc., has duly approved the Transaction Agreements to which New Ashland Inc. is a party. (e) HoldCo, as the sole member of New Ashland LLC, has approved the Transaction Agreements to which New Ashland LLC is a party.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to the Statutory Company Stockholder Approval (as defined below) with respect to the Merger Agreementif required by Law, to perform its obligations hereunder and thereunder, and to consummate the Merger Transactions. The execution and delivery by the other transactions contemplated by Company of this Agreement and the Statutory Merger Agreementconsummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting Stockholder Approval (the “Company Shareholder Approval”as defined in Section 3.04(c). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligationobligation (subject to the Company Stockholder Approval with respect to the Merger if required by Law), enforceable against it in accordance with its terms exceptterms, in each case, as enforcement except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfertransfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of the principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Board of Directors of the Company (the "COMPANY BOARD"), moratorium at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement, the Offer, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and (iv) recommending that the Company's stockholders approve this Agreement. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement, the Offer, the Merger and the other Transactions the provisions of Chapter 110C (assuming the requirement that the terms of the Offer be furnished to shareholders is satisfied), Chapter 110D and Chapter 110F of the BCL. To the Company's knowledge, no other state takeover statute or similar Laws affecting creditors’ rights generally statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Offer, the Merger or any other Transaction. The Company has been advised by each of its directors and executive officers that, as of the date of this Agreement, each such person intends to tender all shares of Company Common Stock owned by general principles such person pursuant to the Offer, except to the extent of equityany restrictions created by Section 16(b) of the Exchange Act. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by the holders of two-thirds of the outstanding Company Common Stock (the "COMPANY STOCKHOLDER APPROVAL"). The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to consummate the Offer or any Transaction other than the Merger.

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority not less than 50% of the votes cast by holders of outstanding Common Shares and 8½% Preference Shares, voting as a single class, at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that (x) the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act and (y) the Surviving Company Preference Shares constitutes fair value for each 8½% Preference Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and and, subject to Section 5.04, recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”) (the foregoing (i) through (iv). Except for any Adverse Recommendation Change made after , collectively, the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn“Company Board Recommendation”). Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity.

Authority; Execution and Delivery; Enforceability. The Company Such Stockholder has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)hereby. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, execution and delivery by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms such Stockholder of this Agreement and the Statutory Merger Agreementconsummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder. Such Stockholder has duly and validly executed and delivered this Agreement and (assuming its due authorization, execution and delivery by the Merger other parties hereto other than such Stockholder’s Affiliates), this Agreement constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity). The execution and delivery by such Stockholder of this Agreement does not, and the other consummation of the transactions contemplated hereby and thereby are fair and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the best interests creation of any Lien upon the Subject Shares or upon any of the Company and its shareholders; properties or assets of such Stockholder, under, (i) any provision of any Contract to which such Stockholder is a party or by which the Subject Shares or any properties or assets of such Stockholder are bound, (ii) in the case of a Stockholder that is an entity, such Stockholder’s organizational documents, or (iii) approving subject to the filings and declaring advisable other matters referred to in the next sentence, any provision of any Order or Law applicable to such Stockholder, the Subject Shares or any properties or assets of such Stockholder; except in the case of clauses (i) and (iii) for conflicts, violations, defaults, rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to restrict, prevent or delay in any material respect the performance by such Stockholder of its obligations under this Agreement. No Consent or exemption of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to such Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than the applicable requirements, if any, of the Exchange Act (including such reports and schedules under Sections 13(d), 13(e) and 16 of the Statutory Merger Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby hereby) and therebyany other Consent, including exemption, registration, declaration or filing the Merger; and (iv) subject failure of which to Section 5.04be obtained or made would not, convening a meeting individually or in the aggregate, reasonably be expected to restrict, prevent or delay in any material respect the performance by such Stockholder of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of its obligations under this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of AmSurg and New Amethyst has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes AmSurg Shareholder Approval and the approval of a majority AmSurg, as sole stockholder of New Amethyst, to consummate the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Transactions applicable to it. The Board execution and delivery by each of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement AmSurg and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms New Amethyst of this Agreement, such resolutions the performance and compliance by AmSurg and New Amethyst with each of its obligations herein and the consummation by AmSurg and New Amethyst of the Transactions applicable to it have not been amended or withdrawn. Except for duly authorized by all necessary corporate action on the Company part of AmSurg and New Amethyst, subject to receipt of the AmSurg Shareholder ApprovalApproval and the adoption of this agreement by AmSurg in its capacity as the sole stockholder of New Amethyst, and no other corporate proceedings on the part of the Company AmSurg or its Affiliates New Amethyst and no shareholder votes are necessary to authorize or adopt this Agreement or the consummation by AmSurg and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing New Amethyst of the Merger Application with the Registrar pursuant Transactions to the Bermuda Companies Act)which it is a party. The Company Each of AmSurg and New Amethyst has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubHoldings of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. (b) The Board of Directors of AmSurg (the “AmSurg Board”), insolvencyat a meeting duly called and held, reorganizationunanimously adopted resolutions (i) approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, fraudulent transfer(ii) determining that the terms of the Agreement, moratorium the Mergers and the other Transactions are fair to, and in the best interests of, AmSurg and its shareholders, (iii) directing that this Agreement be submitted to the shareholders of AmSurg for approval, (iv) recommending that the shareholders of AmSurg approve this Agreement (v) declaring that this Agreement is advisable (the “AmSurg Recommendation”). (c) The New Amethyst Board, at a meeting duly called and held, unanimously adopted resolutions (i) approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of the Agreement, the Mergers and the other Transactions are fair to, and in the best interests of, New Amethyst and its sole stockholder, (iii) directing that this Agreement and the New Amethyst Share Issuance be submitted to the sole stockholder of New Amethyst for approval, (iv) recommending that AmSurg, in its capacity as sole stockholder of New Amethyst, approve this Agreement and the New Amethyst Share Issuance and (v) declaring that this Agreement, the New Amethyst Share Issuance and the Amended and Restated New Amethyst Charter are advisable. (d) Assuming the accuracy of the representations and warranties in Section 4.20, to the Knowledge of AmSurg, no takeover, anti-takeover, business combination, control share acquisition or similar Laws affecting creditors’ rights generally Law applies to the Mergers or the other Transactions. The only vote of holders of any class or series of AmSurg Common Stock or other Equity Interests of AmSurg necessary to adopt this Agreement is the approval of this Agreement by the holders of a majority of the shares of AmSurg Common Stock outstanding and entitled to vote thereon at the AmSurg Shareholders Meeting (together, the “AmSurg Shareholder Approval”). No other vote of the holders of AmSurg Common Stock or any other Equity Interests of AmSurg is necessary to consummate the Transactions. The only vote of holders of any class or series of New Amethyst Common Stock or other Equity Interests of New Amethyst necessary to adopt this Agreement is the approval of this Agreement and the New Amethyst Share Issuance by general principles AmSurg, in its capacity as sole stockholder of equityNew Amethyst, as set forth in Section 3.3(c). No other vote of the sole stockholder of New Amethyst is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and Transactions in accordance with the other transactions contemplated by terms of this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, consummation of the Merger to the receipt of the affirmative votes of a majority Company Stockholder Approval (as defined in Section 3.04(c)) and the filing of the votes cast Certificate of Merger as required by holders of outstanding Common Shares at the DGCL. The execution and delivery by the Company Shareholders Meeting (of this Agreement and the “consummation by the Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share Transactions in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and have been duly authorized by all necessary corporate action on the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests part of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and Transactions, subject, in the other transactions contemplated by this Agreement and case of the Statutory Merger Agreement (except for executing and delivering consummation of the Statutory Merger Agreement Merger, to receipt of the Company Stockholder Approval and the filing of the Certificate of Merger Application with as required by the Registrar pursuant to the Bermuda Companies Act)DGCL. The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubAcquirer, this Agreement constitutes its the legal, valid and binding obligationobligation of the Company, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or and other similar Laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles. (b) The Special Committee, at a meeting duly called and held, duly adopted unanimous resolutions (i) determining that the terms and conditions of the Merger and the other Transactions are fair to, and in the best interest of, the Company’s stockholders, (ii) approving this Agreement, (iii) recommending that the Board of Directors of the Company approve this Agreement, and (iv) recommending that the Board of Directors of the Company resolve to recommend that the Company’s stockholders approve and adopt this Agreement and approve the Merger. (c) The Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions (i) determining that the terms of the Merger and the other Transactions are fair to, and in the best interests of, the Company’s stockholders, (ii) approving this Agreement, and (iii) recommending that the Company’s stockholders approve and adopt this Agreement and approve the Merger. Such resolutions and the previous actions taken by general principles the Company Board are sufficient to render inapplicable the provisions of equitySection 203 of the DGCL to (A) this Agreement, (B) the Merger and (C) the other Transactions. No other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Merger or any other Transaction. (d) The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement, approve the Merger and consummate the Merger is the approval and adoption of this Agreement and the approval of the Merger by the holders of a majority of the outstanding Company Common Stock (the “Company Stockholder Approval”). The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to consummate any Transaction other than the Merger.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated hereby. Assuming the representation made in Section 4.07 is correct, the execution and delivery by the Company of this Agreement and the Statutory Merger Agreementconsummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or to consummate the transactions contemplated hereby, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at obtaining the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at Law or in equity). The board of directors of the Company (the “Company Board”), at a meeting, duly called and held, duly and adopted (with all directors in attendance voting in favor) resolutions (i) approving this Agreement, the Merger and the other transactions contemplated hereby, (ii) determining that the terms of the Merger, this Agreement and the other transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders, (iii) declaring this Agreement and the Merger advisable, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company’s stockholders and (v) recommending that the Company’s stockholders adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. Assuming the representation made in Section 4.07 is correct, the approval of this Agreement, the Merger and the other transactions contemplated hereby by the Company Board referred to in this Section 3.04(a) constitutes approval of the Merger for purposes of Section 203 of the DGCL and represents the only action necessary to ensure that the restrictions on “business combinations” (as such term is defined therein) set forth in Section 203 of the DGCL does not and will not apply to the execution or delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby. To the Company’s knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Merger or any of the other transactions contemplated hereby. (b) Assuming the representation made in Section 4.07 is correct, the only vote or consent of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the adoption of this Agreement by the holders of a majority of the outstanding Company Common Stock (the “Company Stockholder Approval”). The affirmative vote or consent of the holders of Company Capital Stock, or any of them, is not necessary to consummate any of the transactions contemplated hereby, other than the Merger.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by Transactions, subject only to adoption of this Agreement and by the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes holders of a majority of the votes cast by holders of outstanding Company Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by Stock entitled to vote of the directors present on such matter at a stockholders’ meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders MeetingRequisite Vote”). Except for any Adverse Recommendation Change made after The execution and delivery by the date Company of this Agreement that is expressly permitted and the consummation by the terms Company of this Agreement, such resolutions the Transactions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other duly authorized by all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Company. The Company has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it the Company in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and remedies, or by general principles of equityequity governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity and except as rights to indemnity and contribution may be limited by state or Federal securities laws or public policy underlying such laws (the “Bankruptcy, Equity and Indemnity Exception”)). (b) The board of directors of the Company (the “Company Board”), at a meeting duly called and held, duly adopted resolutions unanimously (i) determining that the Transactions are fair to and in the best interest of the Company and its stockholders, (ii) approving and declaring advisable the Merger and the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, (iii) irrevocably approving for all purposes, to the extent permitted by Law, Parent, Merger Sub and their respective affiliates not to be subject to any “moratorium,” “control share acquisition,” “fair price,” “interested shareholder,” “affiliate transaction,” “business combination,” or other antitakeover Laws (including Section 203 of the DGCL) of any jurisdiction that may purport to be applicable to the Company, Parent, Merger Sub or any of their respective affiliates or this Agreement or the Transactions with respect to any of the foregoing and (iv) resolving to recommend that the holders of Company Common Stock vote in favor of the adoption of this Agreement and the Merger (such recommendation, the “Company Board Recommendation”), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way. The only vote or approval of the holders of any class or series of capital stock of the Company or any of the Company Subsidiaries which is required to adopt and approve this Agreement and the Transactions is the Company Requisite Vote.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Statutory Merger AgreementCompany Stockholder Approval, to perform its obligations hereunder and thereunder, and to consummate the Merger Transactions. The execution and delivery and performance by the other transactions contemplated by Company of this Agreement and the Statutory Merger Agreementconsummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, and assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, moratorium transfer or conveyance or similar applicable Laws affecting relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (b) The board of directors of the Company (the “Company Board”), at a meeting duly called and held, and acting upon the unanimous recommendation of the Special Committee, has duly and unanimously (with one abstention) adopted resolutions (i) approving and declaring advisable the execution, delivery and performance of this Agreement and, subject to receipt of the Company Stockholder Approval, the consummation of the Merger and the other Transactions on the terms and conditions set forth herein, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders (other than Parent, Sub, Guarantor and the Rollover Persons that are stockholders of the Company and their respective Affiliates) and (iii) recommending that the Company’s stockholders approve and adopt this Agreement, the Merger and the other Transactions (including the unanimous recommendation of the Special Committee, the “Company Board Recommendation”). Subject to the accuracy, in all material respects, of the representations and warranties of Parent and Sub in Section 4.10, the only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Transactions, including the Merger, is the approval of this Agreement by general principles a majority of equitythe outstanding shares of Company Common Stock (the “Company Stockholder Approval”). (c) Assuming the accuracy, in all material respects, of the representations and warranties of Parent and Sub set forth in Section 4.10, the Company Board has taken all necessary actions such that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar applicable “anti-takeover” Law will not be applicable to the Merger. The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any other “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or regulation enacted under applicable Laws.

Authority; Execution and Delivery; Enforceability. The Company Seller has all the requisite corporate power and authority to execute and deliver this Agreement and deliver, and, subject to the Statutory Merger Agreementeffectiveness of the Seller Stockholder Approval, to perform its obligations hereunder and thereunderunder, and to consummate the Merger transactions contemplated to be consummated by it pursuant to, this Agreement, including the transfer of the Interests, as applicable, and the other Ancillary Documents to which it will be a party. Each of Seller’s Affiliates (including the Company Group) who will become party to any Ancillary Documents has the requisite power and authority to execute and deliver, and to perform its obligations under, and to consummate the transactions contemplated to be consummated by this Agreement it pursuant to, such Ancillary Documents. Seller and its applicable Affiliates (including the Company Group) have taken all organizational action required by their respective Organizational Documents and applicable Law (without giving effect to the proviso in the definition thereof) to authorize the execution and delivery of, and the Statutory Merger performance of its obligations under, and the consummation of the transactions contemplated to be consummated by it or such Affiliate pursuant to, this Agreement, subjectas applicable, in and the case of the Merger, Ancillary Documents to the receipt of the affirmative votes of which it or such Affiliate will be a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)party. The Board of Directors of Seller Stockholder Consent, which has been executed and delivered to Purchaser and which became effective immediately following the Company (approval by the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum board of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Seller of this Agreement and prior to the Statutory Merger execution and delivery of this Agreement, (a) is the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests only vote or approval of the Company holders of any class or series of equity securities of Seller necessary to adopt and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of approve this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (ivb) subject to has been obtained in compliance with Section 5.04, convening a meeting 228 of the shareholders DGCL and recommending that the CompanySeller’s shareholders vote in favor of the adoption and approval of this Organizational Documents. This Agreement and the Statutory Merger Agreement Ancillary Documents to which Seller and the transactions contemplated hereby and thereby, its Affiliates (including the MergerCompany Group) will be a party, at a duly held meeting of such shareholders for such purpose upon Seller’s and its Affiliates’ (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for including the Company Shareholder ApprovalGroup) execution and delivery hereof and thereof will be, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreementby Seller and its Affiliates (including the Company Group), and, and (assuming the due authorization, execution and delivery by Parent each of the other parties hereto and Merger Subthereto) constitute, this Agreement constitutes or shall upon such execution and delivery constitute its legal, valid and binding obligationobligations, enforceable against it Seller and its Affiliates, as applicable, in accordance with its terms excepttheir respective terms, in each casesubject, as enforcement may be limited by to enforcement, to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar and other Laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by general principles of equityLaw (whether considered in a Proceeding in equity or at law) (the “Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Time Warner and AOL has all requisite corporate power and authority to execute and deliver this Agreement, the Time Warner Registration Rights Agreement and the Statutory Merger AgreementHoldCo Operating Agreement (in each case, to the extent a party thereto), to perform its their respective obligations hereunder and thereunder, thereunder and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; . The execution and (iv) subject to Section 5.04, convening a meeting of the shareholders delivery by Time Warner and recommending that the Company’s shareholders vote in favor of the adoption and approval AOL of this Agreement, the Time Warner Registration Rights Agreement and the Statutory Merger HoldCo Operating Agreement (in each case, to the extent a party thereto), the performance of their obligations hereunder and thereunder and the consummation by Time Warner and AOL of the transactions contemplated hereby and thereby, including the Merger, at a thereby have been or will be duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement Time Warner, NewCo, HoldCo and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement AOL (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant in each case, to the Bermuda Companies Actextent a party thereto). The Company Each of Time Warner and AOL has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms. (b) Upon formation of NewCo and HoldCo and execution by them of an Adoption Agreement: each of NewCo and HoldCo will have all requisite power and authority to execute and deliver its respective Adoption Agreement, its respective Registration Rights Agreement, the HoldCo Operating Agreement (by NewCo) and the AOL Operating Agreement (by HoldCo), to perform their respective obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby; the execution and delivery by NewCo and HoldCo of its respective Adoption Agreement, its respective Registration Rights Agreement, the HoldCo Operating Agreement (by NewCo) and the AOL Operating Agreement (by HoldCo), the performance by NewCo and HoldCo of their respective obligations hereunder and thereunder and the consummation by NewCo and HoldCo of the transactions contemplated hereby and thereby will have been duly authorized by all necessary corporate action on the part of NewCo and HoldCo; each of NewCo and HoldCo will have duly executed its respective Adoption Agreement, its respective Registration Rights Agreement, the HoldCo Operating Agreement (by NewCo) and the AOL Operating Agreement (by HoldCo); and their respective Adoption Agreements, this Agreement, their respective Registration Rights Agreements, the HoldCo Operating Agreement (for NewCo) and the AOL Operating Agreement (for HoldCo) will constitute the legal, valid and binding obligation of each of NewCo and HoldCo, enforceable against NewCo and HoldCo in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equityaccordance with its terms.

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations covenants and agreements hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger AgreementMerger, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (ia) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and it is in the best interests of the Company and its shareholders; (iii) approving , and declaring advisable it advisable, for the Company to enter into this Agreement, (b) adopting this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the Statutory Merger Agreement and consummation of the transactions contemplated hereby and thereby, including the Merger; thereby and (ivc) subject resolving to Section 5.04, convening a meeting of the shareholders and recommending recommend that the Company’s shareholders vote in favor of the adoption and approval of approve this Agreement (the “Company Board Recommendation”) and directing that this Agreement be submitted to the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. Except for (i) the approval of this Agreement by the affirmative vote of the holders of a majority of all of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”) and (ii) the filing of the Certificate of Merger as required by the GCC, no other vote or corporate proceedings on the part of the Company or its Affiliates shareholders are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Merger. The Company has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and by general equitable principles of equity(whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exceptions”).

Authority; Execution and Delivery; Enforceability. The Company (a) Velodyne has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with its covenants and obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of Velodyne Stockholder Approval, to consummate the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Transactions. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, execution and delivery by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms ▇▇▇▇▇▇▇▇ of this Agreement, such resolutions the performance and compliance by ▇▇▇▇▇▇▇▇ with each of its covenants and obligations herein and the consummation by Velodyne of the Transactions have not been amended or withdrawn. Except for duly authorized by all necessary corporate action on the Company Shareholder part of Velodyne, subject to receipt of the Velodyne Stockholder Approval, and no other corporate proceedings on the part of the Company or its Affiliates Velodyne and no other stockholder votes are necessary to authorize or adopt this Agreement and or the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing ▇▇▇▇▇▇▇▇ of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Transactions. The Company ▇▇▇▇▇▇▇▇ has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent ▇▇▇▇▇▇, Merger Sub I and Merger SubSub II of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it Velodyne in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. (b) The Velodyne Board, insolvencyat a meeting duly called and held, reorganizationunanimously adopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, fraudulent transfer(ii) determining that the terms of this Agreement, moratorium the Mergers and the other Transactions are fair to, and in the best interests of, Velodyne and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Velodyne for approval and adoption, (iv) recommending that its stockholders adopt this Agreement, (v) declaring that this Agreement is advisable (the “Velodyne Recommendation”), (vi) determining that for purposes of the Velodyne Rights Agreement, this Agreement, the Mergers and the other Transactions shall be deemed to be Exempt Transactions (as such terms are defined in the Velodyne Rights Agreement) and (vii) determining that for purposes of the Velodyne Rights Agreement, none of Ouster, any of its stockholders nor any of their respective Affiliates or Associates (as such terms are defined in the Velodyne Rights Agreement) shall be deemed to be an Acquiring Person (as defined in the Velodyne Rights Agreement) as a result of the execution, delivery or performance of this Agreement, the Velodyne Stockholder Support Agreements or the Ouster Stockholder Support Agreements, or the consummation of the Mergers or any of the other Transactions (collectively with clause (vi), the “Velodyne Rights Determinations”). (c) Assuming the accuracy of the representations and warranties in Section 4.20, to the Knowledge of Velodyne, no takeover, anti-takeover, business combination, control share acquisition or similar Laws affecting creditors’ rights generally Law applies to this Agreement, the Mergers or the other Transactions. The only vote of holders of any class or series of Equity Interests of Velodyne necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Velodyne Common Stock outstanding and by general principles entitled to vote thereon at the Velodyne Stockholders Meeting (the “Velodyne Stockholder Approval”). No other vote of equitythe holders of Velodyne Common Stock, Velodyne Preferred Stock or any other Equity Interests of Velodyne is necessary to consummate the Transactions. (d) ▇▇▇▇▇▇▇▇ has taken all necessary action to render the Velodyne Rights Agreement inapplicable to the Mergers and the other Transactions and to terminate the Velodyne Rights Agreement immediately prior to the Effective Time (but subject to the occurrence of the Effective Time and the consummation of the Mergers and the other Transactions).

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations covenants and agreements hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and hereby, including the Statutory Merger AgreementMerger, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (ia) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and it is in the best interests of the Company and its shareholders; (iii) approving , and declaring advisable it advisable, for the Company to enter into this Agreement, (b) adopting this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the Statutory Merger Agreement and consummation of the transactions contemplated hereby and thereby, including the Merger; thereby and (ivc) subject resolving to Section 5.04, convening a meeting of the shareholders and recommending recommend that the Company’s shareholders vote in favor of the adoption and approval of approve this Agreement (the “Company Board Recommendation”) and directing that this Agreement be submitted to the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. Except for (i) the approval of this Agreement by the affirmative vote of the holders of a majority of all of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”) and (ii) the filing of the Articles of Merger as required by the IBCL, no other vote or corporate proceedings on the part of the Company or its Affiliates shareholders are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and hereby, including the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Merger. The Company has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and by general equitable principles of equity(whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of Company Stockholder Approval, to consummate the votes cast Transactions. The execution and delivery by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the performance and compliance by the Company Shareholder with each of its obligations herein, and the consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject to receipt of the Company Stockholder Approval, and no other corporate proceedings on the part of the Company or its Affiliates and no other stockholder votes are necessary to authorize or adopt this Agreement and or the Statutory Merger Agreement or to consummate consummation by the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing Company of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Transactions. The Company has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent P▇▇▇▇▇ and Merger SubSub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar applicable Laws affecting the enforcement of creditors’ rights generally and or by general equitable principles (whether considered in a proceeding at Law or in equity). (b) The Company Board (or a duly authorized committee thereof acting with the full force and authority of equitythe Company Board), at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for its adoption at the Company Meeting, and (iv) recommending that the Company’s stockholders adopt this Agreement (the “Company Board Recommendation”), which resolutions, subject to Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. (c) Subject to the accuracy of Section 4.7, the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has taken all necessary actions so that the restrictions on business combinations set forth in Section 607.0901 of the FBCA and any other similar Law are not applicable to this Agreement and the Transactions, including the Merger or the other Transactions. To the Knowledge of the Company, no other takeover, anti-takeover, business combination, affiliated transaction, control share acquisition or similar Law applies to the Merger or the other Transactions. The only vote of holders of any class or series of Shares or other Equity Interests of the Company necessary to adopt this Agreement is the adoption of this Agreement by the holders of a majority of the voting power represented by the Shares that are outstanding and entitled to vote thereon at the Company Meeting (the “Company Stockholder Approval”). No other vote of the holders of Shares or any other Equity Interests of the Company is necessary for the Company to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorizationadoption, execution and delivery by Parent and Merger Sub of this Agreement and the Ancillary Agreements to which they are a party and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub. Each of Parent and Merger Sub has duly executed and delivered this Agreement and the Ancillary Agreements to which they are a party, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, acting pursuant to written resolutions, (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent and Parent’s stockholders and (ii) adopted, approved and declared advisable this Agreement. (c) No vote of holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the consummation by general principles Parent and Merger Sub of equitythe Merger and the other Transactions. (d) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) adopted this Agreement and approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, approve this Agreement and the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub approving this Agreement and the Transactions, such approval to be effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Parent Board”) has adopted resolutions, by vote of the directors present at a meeting resolutions duly called at which a quorum of directors of the Company was present, adopted (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable approved the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and consummation of the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyhereby, including the Merger, at a duly held meeting the issuance of such shareholders for such purpose Parent Common Stock to the stockholders of the Company pursuant to the Merger and the issuance of the CVRs to the stockholders of the Company pursuant to the Merger, and (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of ii) determined that entering into this Agreement that is expressly permitted by and consummating the terms transactions contemplated hereby, including the Merger, the issuance of this AgreementParent Common Stock to the stockholders of the Company pursuant to the Merger and the issuance of the CVRs to the stockholders of the Company pursuant to the Merger, are in the best interests of Parent and its stockholders, and such resolutions have not been withdrawn, amended or modified. The board of directors of Merger Sub has by resolutions duly adopted declared this Agreement advisable, resolved to recommend that Parent adopt this Agreement and directed that Merger Sub submit the adoption of this Agreement for consideration by Parent, and such resolutions have not been withdrawn, amended or modified. Except for the Company Shareholder Approval, no No other corporate proceedings on the part of the Company or its Affiliates Parent are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActDGCL). The Company has execution, delivery and performance by Merger Sub of this Agreement and the consummation by Merger Sub of the transactions contemplated by this Agreement are within the corporate powers of Merger Sub and have been duly authorized by all necessary corporate action on the part of Merger Sub. Parent and Merger Sub have each duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws laws affecting creditors’ rights generally and by general principles of equity.

Authority; Execution and Delivery; Enforceability. The Company (a) Subject to obtaining the Bankruptcy Court Approval, each Oncor Entity has all requisite corporate limited liability company power and authority to execute execute, deliver and deliver perform this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, each applicable Ancillary Agreement and to consummate the Merger and Transactions. Subject to obtaining the Bankruptcy Court Approval, each Oncor Entity has taken all requisite limited liability company action required by its organizational documents or the DLLCA or the TBOC (as applicable) or other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, applicable Law to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable authorize the execution, delivery and performance of this Agreement and the Statutory Merger Agreement applicable Ancillary Agreements and to authorize the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting consummation of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”)Transactions. Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings action on the part of (x) a member of an Oncor Entity or (y) EFIH, including authorization by EFH of action by EFIH (and in the Company case of action by both EFH and EFIH, subject to obtaining the Bankruptcy Court Approval), that has been taken prior to the date hereof and remains in full force and effect, no action is required to be taken by any member of an Oncor Entity, Oncor Holdings, EFIH, EFH or its Affiliates are necessary other respective owners to authorize or adopt the execution, delivery and performance of this Agreement and or the Statutory Merger Agreement applicable Ancillary Agreements or to consummate authorize the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing consummation of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Transactions. (b) Each Oncor Entity has duly executed and delivered this Agreement and, at the Closing (subject to the satisfaction or waiver of the applicable conditions to the obligations of such Oncor Entity) will have duly executed and delivered each applicable Ancillary Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its constitutes, and each applicable Ancillary Agreement, from and after the Closing, will constitute, a legal, valid and binding obligationobligation of such Oncor Entity, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equitysubject to the Enforceability Exceptions.

Authority; Execution and Delivery; Enforceability. The Company (a) Cardinal has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunderunder this Agreement and, and subject to the receipt of the Cardinal Shareholder Approval, to consummate the Merger Transactions applicable to Cardinal. The execution and delivery by Cardinal of this Agreement, the performance and compliance by Cardinal with each of its obligations herein and the other transactions contemplated consummation by this Agreement and it of the Statutory Merger AgreementTransactions have been duly authorized by all necessary corporate action on the part of Cardinal, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Cardinal Shareholder Approval, and no other corporate proceedings on the part of the Company or its Affiliates Cardinal and no other shareholder votes are necessary to authorize or adopt this Agreement and or the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing Cardinal of the Merger Application with the Registrar pursuant Transactions to the Bermuda Companies Act)which it is a party. The Company Cardinal has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent Sarg and Merger SubSub of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited brought. (b) The Board of Directors of Cardinal (the “Cardinal Board”), at a meeting duly called and held, unanimously adopted resolutions, which have not been amended or withdrawn, (i) approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of the Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Cardinal and its shareholders, (iii) directing that this Agreement be submitted to the shareholders of Cardinal for adoption, (iv) recommending that its shareholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Cardinal Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 3.21, to the Knowledge of Cardinal, no Takeover Law applies to the Merger or the other Transactions. The only vote of holders of any class or series of Cardinal Common Stock or other Equity Interests of Cardinal necessary to adopt this Agreement is the adoption of this Agreement by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium the holders of a majority of the shares of Cardinal Common Stock outstanding and entitled to vote thereon at the Cardinal Shareholders Meeting (the “Cardinal Shareholder Approval”). No other vote of the holders of Cardinal Common Stock or similar Laws affecting creditors’ rights generally and by general principles any other Equity Interests of equityCardinal is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power execution and authority to execute delivery by Parent and deliver Merger Sub of this Agreement and the Statutory consummation by Parent and Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate Sub of the Merger and the other transactions contemplated hereby have been duly authorized by this Agreement all necessary corporate action on the part of Parent and the Statutory Merger AgreementSub, subject, in the case of the MergerParent Common Stock Issuance, to the receipt of the affirmative votes Parent Stockholder Approval. Each of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Parent and Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, (i) determined that this Agreement and the transactions contemplated hereby, including the Parent Common Stock Issuance, are fair to, and in the best interests of, Parent and Parent’s stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Parent Common Stock Issuance and (iii) recommended that the holders of Parent Common Stock approve the Parent Common Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). (c) The only vote of holders of any class or series of capital stock of Parent necessary to consummate the Merger is the approval of the Parent Common Stock Issuance by general principles the affirmative vote of equitya majority of the outstanding shares of Parent Common Stock entitled to vote thereon and present in person or represented by proxy at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent (the “Parent Stockholder Approval”). (d) The Merger Sub Board (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the transactions contemplated hereby, including the Merger. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub pursuant to Section 228 of the DGCL adopting this Agreement and approving the transactions contemplated hereby, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Purchaser and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Transactions. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, execution and delivery by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Purchaser and Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Sub of this Agreement and the Statutory consummation by Purchaser and Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests Sub of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a Transactions have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement Purchaser and the Statutory Merger Agreement or to consummate the Sub, respectively. Each of Purchaser and Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. (b) The Board of Directors of Purchaser (the "Purchaser Board"), at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that the terms exceptof the Merger and the other Transactions are fair to and in the best interests of Purchaser and its shareholders, (iii) recommending that Purchaser's shareholders adopt this Agreement, and (iv) declaring that this Agreement is advisable. The Board of Directors of Merger Sub, by written consent, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in each casethe best interests of Merger Sub and its stockholder, as enforcement may be limited (iii) recommending that Merger Sub's stockholders adopt this Agreement, and (iv) declaring that this Agreement is advisable. (c) The only vote of holders of any class or series of Purchaser Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval thereof by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally the holders of a majority of the outstanding Purchaser Common Stock present and by general principles of equityvoting at the meeting called for such purposes (the "Purchaser Stockholder Approval").

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger AgreementTransactions, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of execution and delivery by the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the performance by it of its obligations hereunder and the consummation by the Company Shareholder Approval, no other of the Transactions have been or will be duly authorized by all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and Company, subject, in the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing case of the Merger Application with Merger, to receipt of the Registrar pursuant to the Bermuda Companies Act)Company Shareholder Approval. The Company has duly executed and delivered this Agreement, and, assuming this Agreement constitutes a valid and binding obligation of the due authorization, execution Parent Entities and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The Company Board, having received the unanimous recommendation of the Transaction Committee, at a meeting duly called and held, duly adopted resolutions (i) adopting this Agreement, the Plan of Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of the Company and its shareholders (other than Parent and its affiliates), (iii) recommending that the Company’s shareholders approve the Plan of Merger (the “Company Recommendation”) and (iv) declaring that this Agreement and the Plan of Merger are advisable, which resolutions have not been subsequently rescinded, modified or withdrawn in any way except as permitted by Section 5.02. The Company is not subject to the restrictions set forth in Article 9 or Article 9A of the NCBCA, and no other “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or regulation enacted under state or Federal Laws in the United States applicable to the Company is applicable to this Agreement, the Merger and the other Transactions. To the Knowledge of the Company, no other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Merger or any other Transaction. (c) The only votes of holders of any class or series of Company Capital Stock necessary to approve this Agreement and the Plan of Merger are the approval of the Plan of Merger by the holders of a majority of the outstanding shares of Company Capital Stock entitled to vote thereon (the “Company Shareholder Approval”) and by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon and present (in person or by proxy) and voting at the Company Shareholders Meeting that are not owned, directly or indirectly, by Parent, any Parent Subsidiary or any Company Subsidiary (the “Unaffiliated Shareholder Approval” and, together with the Company Shareholder Approval, the “Required Company Shareholder Approvals”). The Required Company Shareholder Approvals are the only approvals required by the holders of Company Capital Stock, or any of them, to consummate the Merger.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, to consummate the Transactions. The execution, and delivery by the Company of this Agreement, the performance and compliance by the Company with each of its obligations herein, and the consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject to obtaining the Company Shareholder Approval, and no other corporate proceedings on the part of the Company or its Affiliates and no other shareholder votes are necessary to authorize this Agreement, the Plan of Merger or adopt this Agreement the consummation by the Company of the Transactions under the CICA and the Statutory Merger Agreement or to consummate the Merger memorandum and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing articles of association of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Company. The Company has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubSub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. (b) The Company Board, insolvencyat a meeting duly called and held in compliance with the requirements of the memorandum and articles of association of the Company, reorganizationunanimously adopted resolutions (i) determining that the Transactions, fraudulent transferincluding the Merger, moratorium are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger, (iii) directing that this Agreement be submitted to the shareholders of the Company for its adoption, and (iv) recommending that the Company’s shareholders adopt this Agreement (the “Company Board Recommendation”) which Company Board Recommendation has not been withdrawn, rescinded or similar Laws affecting creditors’ rights generally and by general principles of equitymodified in any way except in accordance with Section 5.5.

Authority; Execution and Delivery; Enforceability. The Company (a) GSM has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company GSM Shareholder Approval”), to consummate the Transactions applicable to it. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, execution and delivery by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms GSM of this Agreement, such resolutions the performance and compliance by GSM with each of its obligations herein and the consummation by GSM of the Transactions applicable to it have not been amended or withdrawn. Except for duly authorized by all necessary corporate action on the Company part of GSM, subject to receipt of the GSM Shareholder Approval, and no other corporate proceedings on the part of the Company or its Affiliates GSM and no shareholder votes are necessary to authorize or adopt this Agreement and or the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing GSM of the Merger Application with the Registrar pursuant Transactions to the Bermuda Companies Act)which it is a party. The Company GSM has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. (b) The GSM Board, insolvencyat a meeting duly called and held, reorganizationadopted resolutions (i) approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, fraudulent transfer(ii) determining that the terms of this Agreement, moratorium the Merger and the other Transactions are fair to, and in the best interests of, GSM and its shareholders, (iii) declaring that this Agreement is advisable, (iv) directing that this Agreement be submitted to the shareholders of GSM for adoption and (v) recommending that its shareholders adopt this Agreement (the “GSM Recommendation”). (c) To the Knowledge of GSM, no takeover, anti-takeover, business combination, control share acquisition or similar Laws affecting creditors’ rights generally Law applies to the Merger or the other Transactions. The only vote of holders of any class or series of GSM Common Stock or other Equity Interests of GSM necessary to adopt this Agreement is the adoption of this Agreement by the holders of a majority of the shares of GSM Common Stock outstanding and by general principles entitled to vote thereon at the GSM Shareholders Meeting (the “GSM Shareholder Approval”). No other vote of equitythe holders of GSM Common Stock or any other Equity Interests of GSM is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of DigitalGlobe, Merger Sub and Merger Sub 2 has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subjectsubject to the designation of the DigitalGlobe Series A Preferred Stock by the DigitalGlobe Board and, in the case of the MergerShare Issuance and the GeoEye Stock Plan Assumption, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder DigitalGlobe Stockholder Approval”). The Board of Directors of the Company DigitalGlobe (the “Company DigitalGlobe Board”) has adopted resolutions), by vote of the directors present resolutions duly adopted at a meeting duly called at which a quorum of directors of the Company was presentand held, has (i) determining determined that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company DigitalGlobe and its shareholders; stockholders and the issuance of DigitalGlobe Common Stock in the Merger and the issuance of DigitalGlobe Common Stock under the GeoEye Stock Plans, outstanding GeoEye Stock Options and GeoEye Restricted Stock Units assumed by DigitalGlobe pursuant to the GeoEye Stock Plan Assumption (the “Share Issuance”) and the GeoEye Stock Plan Assumption to be advisable, (ii) adopted a resolution approving this Agreement and declaring its advisability, (iii) approving and declaring advisable recommended that the execution, delivery and performance stockholders of this Agreement DigitalGlobe approve the issuance of DigitalGlobe Common Stock in the Merger and the Statutory Merger Agreement Share Issuance and the transactions contemplated hereby and thereby, including the Merger; GeoEye Stock Plan Assumption and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending directed that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, such matters be submitted for consideration by DigitalGlobe stockholders at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders DigitalGlobe Stockholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. Except for the Company Shareholder approval of the Share Issuance and the GeoEye Stock Plan Assumption, respectively, by the affirmative vote of a majority of the outstanding shares of DigitalGlobe Common Stock represented in person or by proxy at the DigitalGlobe Stockholders Meeting where a quorum is present (the “DigitalGlobe Stockholder Approval”), no other corporate proceedings on the part of the Company DigitalGlobe, Merger Sub or its Affiliates Merger Sub 2 are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to DGCL or the Bermuda Companies ActDLLCA). The Company Each of DigitalGlobe, Merger Sub and Merger Sub 2 has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubGeoEye, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms. (b) The Board of Directors of Merger Sub, by written consent duly adopted prior to the date hereof, has (i) determined that this Agreement and the Merger are advisable and fair to and in each casethe best interests of Merger Sub and its stockholder, (ii) duly approved and adopted this Agreement, the Merger and the other transactions contemplated hereby, which adoption has not been rescinded or modified and (iii) submitted this Agreement for adoption by DigitalGlobe, as enforcement may be limited the sole stockholder of Merger Sub. DigitalGlobe, as the sole stockholder of Merger Sub, has duly approved and adopted this Agreement and the Merger. DigitalGlobe, as the sole member of Merger Sub 2, by bankruptcywritten consent duly adopted prior to the date hereof has duly approved this Agreement, insolvencythe Subsequent Merger and the other transactions contemplated hereby, reorganizationwhich approval has not been rescinded or modified. (c) To the Knowledge of DigitalGlobe, fraudulent transferno “fair price”, moratorium “moratorium”, “control share acquisition” or other similar antitakeover statute or similar Laws affecting creditors’ rights generally and statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by general principles this Agreement in respect of equityDigitalGlobe, Merger Sub or Merger Sub 2.

Authority; Execution and Delivery; Enforceability. The Company (a) CTWS has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company CTWS Shareholder Approval”). The CTWS Board of Directors of the Company (the “Company Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Company CTWS was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; approving and adopting this Agreement, (ii) determining that the terms of entering into this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and is in the best interests of the Company CTWS and its shareholders; , (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyadvisable, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the CompanyCTWS’s shareholders vote in favor of the adoption and approval of approve this Agreement and the Statutory Merger directing that this Agreement and the transactions contemplated hereby and thereby, including the Merger, be submitted to CTWS’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company CTWS Shareholders Meeting”) (clauses (i), (ii), (iii) and (iv) being referred to as the “CTWS Recommendation”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. Except for the Company adoption of this Agreement by the affirmative vote of at least two-thirds of the voting power of outstanding CTWS Common Shares (and, in the event the CTWS Preferred Share Redemption does not occur prior to the record date set for the CTWS Shareholders Meeting as contemplated by Section 6.01(e), the CTWS $20 Par Preferred Shares voting together with the CTWS Common Shares) entitled to vote at the CTWS Shareholders Meeting (the “CTWS Shareholder Approval”), no other corporate proceedings on the part of the Company or its Affiliates CTWS are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActCBCA). The Company CTWS has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubSJW, this Agreement constitutes its the legal, valid and binding obligationobligation of CTWS, enforceable against it CTWS in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The CTWS Board (including a majority of the nonemployee directors, of which there were at least two) have approved such resolutions as are necessary to authorize any business combinations with interested shareholders (as provided in Section 33-844 of the CBCA) intended by this Agreement, the Merger and the other transactions contemplated by this Agreement. No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to or as a result of this Agreement, the Merger or any of the other transactions contemplated by this Agreement in respect of CTWS. (c) The representations and warranties set forth in this Section 4.04 shall be made (i) with respect to the Original Merger Agreement, as of the Original Execution Date, and (ii) with respect to this Amended and Restated Agreement, as of the Execution Date.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver each Transaction Agreement to which it is a party and to consummate the Transactions and Parent has full corporate power and corporate authority to prepare and file the Proxy Statement and the Registration Statement and to distribute the Proxy Statement. The execution and delivery by each of Parent and Merger Sub of each Transaction Agreement to which it is a party and the consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject in the case of Parent, to receipt of the Parent Stockholder Approval (as defined herein) and the filing with the Secretary of State of the State of Delaware of the Charter Amendment. Parent, as the sole stockholder of Merger Sub, has approved this Agreement and the Statutory Merger. Each of Parent and Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming the due authorization, execution and delivery by Parent each Transaction Agreement to which it is a party (when executed and Merger Sub, this Agreement constitutes delivered pursuant hereto) will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, except that (i) the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency or other similar laws now or hereinafter in each caseeffect affecting creditors’ rights generally, as enforcement (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 therefore may be brought, and (iii) with respect to any indemnification agreements set forth herein or therein, enforceability may be limited by bankruptcyprinciples of public policy. (b) The Board of Directors of Parent (the “Parent Board”), insolvencyat a meeting duly called and held, reorganizationduly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the other Transaction Agreements, fraudulent transferthe Merger and the other Transactions, moratorium (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its stockholders and (iii) recommending that Parent’s stockholders approve the Merger and the other Transactions. Such resolutions are sufficient to render inapplicable to this Agreement, the Transactions, the other Transaction Agreements and the transactions contemplated thereby the provisions of Section 203 of the DGCL. No state takeover statute or similar Laws affecting creditors’ rights statute or regulation applies or purports to apply to Parent with respect to this Agreement and other Transaction Agreements, the Merger or any other Transaction. (c) The only vote of holders of any class or series of Parent Capital Stock necessary to approve this Agreement, the Merger and the other Transactions is the approval and adoption by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote generally in the election of directors (the “Parent Stockholder Approval”); provided, however, that the Parent may not consummate the Merger if the holders of 20% or more in interest of the IPO Shares shall have demanded that Parent convert their IPO Shares into cash pursuant to the Parent Charter and/or the Underwriting Agreement dated as of July 27, 2004, between Parent and by general principles of equityI-Bankers Securities Incorporated and Newbridge Securities Corporation (the “Underwriting Agreement”).

Authority; Execution and Delivery; Enforceability. The Company (a) Valeant has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Valeant Stockholder Approval”). The Board of Directors of the Company Valeant (the “Company Valeant Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Company Valeant was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; approving this Agreement, (ii) determining that the terms of entering into this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and is in the best interests of the Company Valeant and its shareholders; stockholders, (iii) approving and declaring advisable the executionthis Agreement advisable, delivery and performance of (iv) recommending that Valeant’s stockholders adopt this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending directing that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, be submitted to Valeant’s stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Valeant Stockholders Meeting”)) and (v) subject to the discretion of the Board of the Combined Company, determining that the Post-Merger Special Dividend will be in the best interests of the Combined Company and its stockholders and that it is the intention of those directors of Valeant that will become directors of the Combined Company to support the declaration and payment of the Post-Merger Special Dividend at the applicable time. Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. Except for the Company Shareholder adoption of this Agreement by the affirmative vote of a majority of the outstanding shares of Valeant Common Stock entitled to vote at the Valeant Stockholders Meeting (the “Valeant Stockholder Approval”), no other corporate proceedings on the part of the Company or its Affiliates Valeant are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActDGCL). The Company Valeant has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent Biovail and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms. (b) The Valeant Board has adopted such resolutions as are necessary to render inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement the restrictions on (i) “business combinations” (as defined in each caseSection 203 of the DGCL) as set forth in Section 203 of the DGCL and (ii) “Business Combinations” (as defined in Article Fourteenth of the Valeant Charter) as set forth in Article Fourteenth of the Valeant Charter. No “fair price”, as enforcement may be limited by bankruptcy“moratorium”, insolvency, reorganization, fraudulent transfer, moratorium “control share acquisition” or other similar antitakeover statute or similar Laws affecting creditors’ rights generally and statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by general principles this Agreement in respect of equityValeant.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to the Statutory Merger Agreementreceipt of the Company Stockholder Approval, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the Statutory Merger Agreementconsummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. (b) The Company Board, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) determining that the terms exceptof the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the stockholders of the Company, (iii) directing that this Agreement be submitted to a vote at a meeting of the Company’s stockholders, (iv) recommending that the Company’s stockholders adopt this Agreement and (v) declaring that this Agreement is advisable. The approval of this Agreement, the Merger and the other transactions contemplated hereby by the Company Board referred to in each casethis Section 5.4(b) constitutes approval of the Merger for purposes of Section 203 of the DGCL and represents the only action necessary to ensure that the restrictions on “business combinations” (as such term is defined therein) set forth in Section 203 of the DGCL does not and will not apply to the execution or delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby. No other “fair price”, as enforcement may be limited by bankruptcy“moratorium”, insolvency, reorganization, fraudulent transfer, moratorium “control share acquisition” or other state takeover statute or similar Laws affecting creditors’ statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Merger or any other transaction contemplated by this Agreement. There is no rights generally agreement, “poison pill” anti-takeover plan or other similar plan, device or arrangement to which the Company or any Company Subsidiary is a party or by which it or they are bound with respect to any capital stock of or other equity interest in the Company. (c) The only vote of holders of any class or series of capital stock of the Company necessary to approve and adopt this Agreement and the Merger is the adoption of this Agreement by general principles the holders of equitya majority of the outstanding Company Common Shares and the Company Series A Preferred Shares (on an as-converted basis), voting together as a single class (the “Company Stockholder Approval”).

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Parent and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder, and comply with its covenants and agreements hereunder and, subject to (i) obtaining Parent Stockholder Approval with respect to the Parent Stock Issuance and (ii) Parent’s adoption of this Agreement, in its capacity as the sole stockholder of Merger Sub. Each of Parent’s and Merger Sub’s execution and delivery of this Agreement, performance of its obligations hereunder and thereundercompliance with its covenants and agreements hereunder and subject to, (i) with respect to the Parent Stock Issuance, obtaining Parent Stockholder Approval and (ii) with respect to the Merger, Parent’s adoption of this Agreement, in its capacity as the sole stockholder of Merger Sub, the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement and, assuming the Company’s respective due authorization, execution and delivery hereof, this Agreement constitutes a respective valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with the terms hereof, except as may be limited by the Bankruptcy and Equitable Exceptions. The Parent Stockholder Approval and Parent’s adoption of this Agreement, in its capacity as the sole stockholder of Merger Sub, are the only approvals of holders of any shares of Parent Capital Stock or any Equity Securities of any Parent Entity necessary to consummate the Parent Stock Issuance, the Merger and the other transactions contemplated by hereby. (b) At a meeting duly called and held, the Parent Board unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the Statutory Merger Agreement, subject, in the case consummation of the Merger, the Parent Stock Issuance, and the other transactions contemplated hereby, (ii) directing that the Parent Stock Issuance be submitted to the receipt of Parent Stockholders for approval and adoption, respectively, and (iii) resolving to recommend to the affirmative votes of a majority of Parent Stockholders that they approve the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting Parent Stock Issuance (the “Company Shareholder ApprovalParent Recommendation”). . (c) The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum board of directors of the Company was present, Merger Sub unanimously adopted resolutions (i) determining that approving and declaring advisable this Agreement and the consummation of the Merger Consideration constitutes fair value for each Common Share in accordance with and the Bermuda Companies Act; other transactions contemplated hereby, (ii) determining that the terms of this Agreement and the Statutory Merger Agreementhereof, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company Merger Sub and Parent, as its shareholders; sole stockholder, and (iii) approving and declaring advisable the execution, delivery and performance of directing that this Agreement and be submitted to Parent for its adoption as the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing sole stockholder of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and an action by general principles of equitywritten consent.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Zillow and HoldCo has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger Mergers and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, hereby (subject, in the case of the Zillow Merger, to the receipt of the affirmative votes Zillow Shareholder Approval and the filing and recordation of a majority of appropriate merger documents as required by the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”WBCA). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms execution and delivery of this Agreement by Zillow and HoldCo and the Statutory Merger Agreement, the Merger consummation by Zillow and the other transactions contemplated hereby and thereby are fair and in the best interests HoldCo of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby have been duly and therebyvalidly authorized by all necessary corporate action, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company Zillow or its Affiliates HoldCo are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and hereby (other than, with respect to the Statutory Merger Agreement (except for executing and delivering Zillow Merger, the Statutory Merger Agreement Zillow Shareholder Approval and the filing and recordation of appropriate merger documents as required by the Merger Application with the Registrar pursuant to the Bermuda Companies ActWBCA). The Company This Agreement has been duly and validly executed and delivered this Agreement, by Zillow and HoldCo and, assuming the due authorization, execution and delivery by Parent and Merger SubTrulia, this Agreement constitutes its a legal, valid and binding obligationobligation of each of Zillow and HoldCo, enforceable against it each of Zillow and HoldCo in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, fraudulent transfer, moratorium or similar Laws laws affecting creditors’ rights generally and by subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) The Zillow Board has adopted such resolutions as are necessary, as of the date hereof, to render any Takeover Law inapplicable to this Agreement, the Zillow Voting Agreements and the transactions contemplated hereby and thereby.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, the Voting and Support Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger AgreementTransactions, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval and the Minority Shareholder Approval”). . (b) The Board of Directors Special Committee has been duly authorized and constituted by resolution of the Company (the “Company Board”) has adopted resolutionsBoard and, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was presentand held, has (i) determining determined that the Per Share Merger Consideration constitutes fair value for each Company Common Share in accordance with the Bermuda Companies Act; , (ii) determining determined that the terms of this Agreement, the Statutory Merger Agreement, the Merger and the other Transactions are fair to and in the best interests of the Company and its shareholders and (iii) subject to Section 5.03, resolved to make the Special Committee Recommendation to the Company Board. (c) The Company Board, acting upon the Special Committee Recommendation, at a meeting duly called and held, has (i) determined that the Per Share Merger Consideration constitutes fair value for each Company Common Share in accordance with the Bermuda Companies Act; (ii) determined that the terms of this Agreement, the Statutory Merger Agreement, the Merger, and the other Transactions are fair to and in the best interests of the Company and its shareholders; (iii) approved and declared advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in Transactions by the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; Company; and (iv) subject to Section 5.045.03, convening a meeting of the shareholders and recommending recommended that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement Agreement, the Merger and the transactions contemplated hereby and thereby, including the Mergerother Transactions, at a duly held meeting of such shareholders holders for such purpose (the “Company Shareholders Meeting”). . (d) Except for any Adverse Recommendation Change made after the date Agreement Date and in accordance with Section 5.03, the resolutions and determinations of the Special Committee and the Company Board referenced in this Agreement that is expressly permitted by the terms of this Agreement, such resolutions Section 3.04 have not been amended or withdrawn. . (e) Except for the Company Shareholder Approval, no other corporate proceedings on the part Minority Shareholder Approval, the execution and delivery of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). , no other corporate or similar proceedings on the part of the Company, its Subsidiaries or its shareholders are necessary to authorize, adopt or approve, as applicable, this Agreement or the Statutory Merger Agreement or to consummate the Transactions. (f) The Company has (or, with respect to the Statutory Merger Agreement, will have at the Closing) duly executed and delivered this Agreement, the Voting and Support Agreement and the Statutory Merger Agreement, and, assuming the due authorization, execution and delivery by Parent ▇▇▇▇▇▇ and Merger SubSub (and by SMP for purposes of Article IX and Annex A) of this Agreement and the Statutory Merger Agreement and by Parent of the Voting and Support Agreement, this Agreement, the Voting and Support Agreement constitutes and the Statutory Merger Agreement constitute or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power execution and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated delivery by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of consummation by the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Company. The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Company Board, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved the execution and delivery by general principles the Company of equitythis Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions contained herein, (iv) directed that this Agreement be submitted to the holders of Company Common Stock at the Company Stockholders Meeting to approve its adoption, and (v) resolved to make the Company Board Recommendation. None of the foregoing actions by the Company Board have been rescinded or modified in any way (unless such rescission or modification has been effected after the date hereof in accordance with the terms of Section 6.4). (c) The only vote of holders of any class or series of capital stock of the Company necessary to approve this Agreement and to consummate the transactions contemplated hereby, including the Merger, is the adoption of this Agreement by the affirmative vote of the holders of at least a majority of the issued and outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”).

Authority; Execution and Delivery; Enforceability. The Company (a) GeoEye has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder GeoEye Stockholder Approval”). The Board of Directors of the Company GeoEye (the “Company GeoEye Board”) has adopted resolutions), by vote of the directors present resolutions duly adopted at a meeting duly called at which a quorum of directors of the Company was presentand held, has (i) determining determined that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby Combination are fair and in the best interests of the Company GeoEye and its shareholders; stockholders, (ii) adopted a resolution approving this Agreement, (iii) approving and declaring advisable recommended that the execution, delivery and performance stockholders of GeoEye adopt this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending directed that the Companysuch matters be submitted for consideration by GeoEye’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, stockholders at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders GeoEye Stockholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. Except for the Company Shareholder adoption of this Agreement by the affirmative vote of a majority of the outstanding shares of GeoEye Common Stock entitled to vote at the GeoEye Stockholders Meeting (the “GeoEye Stockholder Approval”), no other corporate proceedings on the part of the Company or its Affiliates GeoEye are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActDGCL). The Company GeoEye has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent DigitalGlobe, Merger Sub and Merger SubSub 2, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms. (b) To the Knowledge of GeoEye, in each caseno “fair price”, as enforcement may be limited by bankruptcy“moratorium”, insolvency, reorganization, fraudulent transfer, moratorium “control share acquisition” or other similar antitakeover statute or similar Laws affecting creditors’ rights generally and statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by general principles this Agreement in respect of equityGeoEye.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Parent, Merger Sub and Merger LLC has all requisite corporate full power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunder, under this Agreement and to consummate the Transactions. The execution and delivery by each of Parent, Merger Sub and Merger LLC of this Agreement, the performance and compliance by Parent with each of its obligations herein and the other transactions contemplated consummation by this Agreement it of the Transactions have been duly authorized by all necessary corporate or limited liability company action on the part of Parent, Merger Sub and the Statutory Merger Agreement, subject, LLC subject in the case of the MergerShare Issuance, to the receipt of the affirmative votes Parent Stockholder Approval. Parent, as sole stockholder of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) Merger Sub, has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of approved this Agreement. Parent, such resolutions have not been amended or withdrawnas sole member of Merger LLC, has approved this Agreement. Except for the Company Shareholder ApprovalEach of Parent, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement Merger Sub and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company LLC has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited brought. None of Parent, Merger Sub or Merger LLC is, nor at any time during the last three years has been, an “interested stockholder” of the Company as defined in Section 203. (b) The Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held duly and unanimously (with one director recusing himself) adopted resolutions (i) approving this Agreement, the Merger, the Subsequent Merger, the Share Issuance and the other Transactions, (ii) determining that the terms of the Merger, the Subsequent Merger, the Share Issuance and the other Transactions are fair to and in the best interests of Parent and its stockholders and (iii) recommending that Parent’s stockholders approve the Share Issuance. Such resolutions are sufficient to render inapplicable to this Agreement, the Merger, the Subsequent Merger, the Share Issuance and the other Transactions the provisions of Section 203. No other Takeover Laws apply or purport to apply to this Agreement, the Merger, the Subsequent Merger or any other Transaction. (c) Assuming that neither the Company nor any of its “affiliates” or “associates” is an “interested stockholder” (each term, as defined in Section 203), the only vote of holders of any class or series of Parent Capital Stock necessary to approve this Agreement, the Merger, the Subsequent Merger, the Share Issuance and the other Transactions is the approval of the Share Issuance by bankruptcythe holders of a majority of the shares of Parent Capital Stock entitled to vote and present in person or represented by proxy at the Parent Stockholder Meeting (the “Parent Stockholder Approval”). The affirmative vote of the holders of Parent Capital Stock, insolvencyor any of them, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equityis not necessary to consummate any Transaction other than the Share Issuance.

Authority; Execution and Delivery; Enforceability. The Company (a) Holdings has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of Holdings Stockholder Approval, to consummate the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Transactions. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, execution and delivery by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms Holdings of this Agreement, such resolutions the performance and compliance by Holdings with each of its obligations herein and the consummation by Holdings of the Transactions have not been amended or withdrawn. Except for duly authorized by all necessary corporate action on the Company Shareholder part of Holdings, subject to the receipt of the Holdings Stockholder Approval, and no other corporate proceedings on the part of the Company or its Affiliates Holdings and no other stockholder votes are necessary to authorize or adopt this Agreement and or the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing Holdings of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Transactions. The Company Holdings has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent AmSurg and Merger SubNew Amethyst of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. (b) The Board of Directors of Holdings (the “Holdings Board”), insolvencyat a meeting duly called and held, reorganizationunanimously adopted resolutions (i) approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, fraudulent transfer(ii) determining that the terms of the Agreement and the Transactions are fair to, moratorium and in the best interests of, Holdings and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Holdings for adoption, (iv) recommending that the stockholders of Holdings approve this Agreement and (v) declaring that this Agreement is advisable (the “Holdings Recommendation”). (c) To the Knowledge of Holdings, no takeover, anti-takeover, business combination, control share acquisition or similar Laws affecting creditors’ rights generally Law applies to the Mergers or the other Transactions. The only vote of holders of any class or series of Holdings Common Stock or other Equity Interests of Holdings necessary to adopt this Agreement and approve the Mergers and the other Transactions is the approval of this Agreement by general principles the holders of equitya majority of the shares of Holdings Common Stock outstanding and entitled to vote thereon at the Holdings Stockholders Meeting (the “Holdings Stockholder Approval”). No other vote of the holders of Holdings Common Stock or any other Equity Interests of Holdings is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The Company Each of the Selling Entities has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Statutory Merger Agreementother Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunderthereunder and, upon entry and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case effectiveness of the MergerSale Order, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that terms hereof and thereof, will have all necessary corporate or similar authority to consummate the terms Transactions. The execution and delivery by the Selling Entities of this Agreement and the Statutory Merger Agreementother Transaction Documents to which any Selling Entity is a party, the Merger performance and compliance by the Selling Entities with each of their obligations herein and therein, and the other transactions contemplated hereby and thereby are fair and in consummation by the best interests Selling Entities of the Company Transactions have been duly and its shareholders; (iii) approving validly authorized and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted approved by the terms of this Agreement, such resolutions have not been amended all necessary corporate or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings action on the part of the Company Selling Entities, and no other corporate or its Affiliates other Proceedings on the part of the Selling Entities and no other stockholder votes are necessary to authorize or adopt the execution of this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated Transaction Documents, or the performance or consummation by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing Selling Entities of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Transactions. The Company Each Selling Entity has duly and validly executed and delivered this Agreement, Agreement and will (as of the Closing) duly and validly execute and deliver the other Transaction Documents to which it is a party and, assuming the due authorization, execution and delivery by Parent the Buyer of this Agreement and Merger Subthe other Transaction Documents to which it is party, and by the other parties to the Transaction Documents, this Agreement constitutes its and the other Transaction Documents will constitute (as of the Closing) legal, valid and binding obligationobligations of each Selling Entity, enforceable against it such Selling Entity in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by all cases to (a) bankruptcy, insolvency, reorganization, fraudulent transfer, reorganization, moratorium or and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (b) general principles of equityequitable principles, whether considered in a proceeding at law or in equity (such exceptions described in the foregoing clauses (a), (b) and (c), collectively, collectively, the “Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by the Company has all requisite corporate power and authority to execute and deliver of this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate consummation by the Merger and Company of the other transactions contemplated hereby have been duly authorized by this Agreement and all necessary corporate action on the Statutory Merger Agreementpart of the Company, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Company Board, at a meeting duly called and held, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) assuming the representations and warranties set forth in Section 5.3(b) are true and correct, took all appropriate and necessary actions to render any and all limitations on mergers, business combinations and ownership of shares of the Company Common Stock as set forth in the Company’s Organizational Documents or in any state takeover statute (including, without limitation, Section 203 of the DGCL) to be inapplicable to the transactions contemplated by general principles this Agreement, (iv) directed that this Agreement be submitted to the holders of equityCompany Common Stock for its adoption and (v) recommended that the holders of Company Common Stock approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (such recommendation described in clause (v), the “Company Board Recommendation”). (c) Assuming the representations and warranties set forth in Section 5.3(b) are true and correct, the only vote of holders of any class or series of capital stock of the Company necessary to approve this Agreement and to consummate the Merger is the adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement(collectively, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder ApprovalTransactions”). The Board of Directors of execution and delivery by the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, consummation by the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests Company of the Company and its shareholders; (iii) approving and declaring advisable Transactions have been duly authorized by all necessary corporate action on the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting part of the shareholders Company, and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings actions on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing Transactions, subject to receipt of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Company Stockholder Approval. The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its the Company’s legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement except that such enforceability may be (i) limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, moratorium and other similar laws of general application relating to or similar Laws affecting creditors’ rights generally and (ii) subject to general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing (clauses (i) and (ii), the “Bankruptcy and Equity Exception”). (b) The Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, duly adopted resolutions by general principles a unanimous vote of equityall directors (i) approving and declaring advisable this Agreement, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are advisable, fair to and in the best interests of the stockholders of the Company, (iii) directing that the Company submit the adoption of this Agreement to a vote by the Company’s stockholders at a special meeting of the stockholders, (iv) recommending that the Company’s stockholders adopt this Agreement (the “Company Recommendation”) and (v) approving this Agreement and the Merger for purposes of Section 203 of the DGCL such that, subject to the accuracy of the representations set forth in Section 4.08, no stockholder approval (other than the Company Stockholder Approval (as defined below)) shall be required to consummate the Merger or the other Transactions or to permit the Company to perform its obligations hereunder, which resolutions have not as of the date hereof been subsequently rescinded, modified or withdrawn in any way. (c) Assuming the accuracy of the representations in Section 4.08, the only vote of holders of any class or series of Company Capital Stock necessary to adopt this Agreement and approve the Merger and the other Transactions is (i) assuming the Ownership Condition is satisfied, the affirmative vote of the holders of two-thirds of the outstanding Company Common Stock or (ii) if the Ownership Condition is not satisfied, the affirmative vote required under Article VIII of the Company Certificate (such applicable vote under this Section 3.04(c), the “Company Stockholder Approval”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of Company Stockholder Approval, to consummate the votes cast Transactions. The execution and delivery by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the performance and compliance by the Company Shareholder with each of its obligations herein, and the consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject to receipt of the Company Stockholder Approval, and no other corporate proceedings on the part of the Company or its Affiliates and no other stockholder votes are necessary to authorize or adopt this Agreement and or the Statutory Merger Agreement or to consummate consummation by the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing Company of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Transactions. The Company has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubSub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar applicable Laws affecting the enforcement of creditors’ rights generally and or by general equitable principles (whether considered in a proceeding at Law or in equity). (b) The Company Board (or a duly authorized committee thereof acting with the full force and authority of equitythe Company Board), at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for its adoption at the Company Meeting, and (iv) recommending that the Company’s stockholders adopt this Agreement (the “Company Board Recommendation”), which resolutions, subject to Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. (c) Subject to the accuracy of Section 4.7, the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar Law are not applicable to this Agreement and the Transactions, including the Merger or the other Transactions. To the Knowledge of the Company, no other takeover, anti-takeover, business combination, control share acquisition or similar Law applies to the Merger or the other Transactions. The only vote of holders of any class or series of Shares or other Equity Interests of the Company necessary to adopt this Agreement is the adoption of this Agreement by the holders of at least two-thirds of the voting power represented by the Shares that are outstanding and entitled to vote thereon at the Company Meeting (the “Company Stockholder Approval”). No other vote of the holders of Shares or any other Equity Interests of the Company is necessary for the Company to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) Sirona has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Sirona Shareholder Approval”), to consummate the Transactions applicable to Sirona. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, execution and delivery by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms Sirona of this Agreement, such resolutions the performance and compliance by Sirona with each of its obligations herein and the consummation by Sirona of the Transactions applicable to it have not been amended or withdrawn. Except for duly authorized by all necessary corporate action on the Company part of Sirona, subject to receipt of the Sirona Shareholder Approval, and no other corporate proceedings on the part of the Company or its Affiliates Sirona and no shareholder votes are necessary to authorize or adopt this Agreement and or the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing Sirona of the Merger Application with the Registrar pursuant Transactions to the Bermuda Companies Act)which it is a party. The Company Sirona has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent DENTSPLY and Merger SubSub of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. (b) The Board of Directors of Sirona (the “Sirona Board”), insolvencyat a meeting duly called and held, reorganizationunanimously adopted resolutions (i) approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, fraudulent transfer(ii) determining that the terms of the Agreement, moratorium the Merger and the other Transactions are fair to, and in the best interests of, Sirona and its shareholders, (iii) directing that this Agreement be submitted to the shareholders of Sirona for adoption, (iv) recommending that its shareholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Sirona Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Sirona, no takeover, anti-takeover, business combination, control share acquisition or similar Laws affecting creditors’ rights generally Law applies to the Merger or the other Transactions. The only vote of holders of any class or series of Sirona Common Stock or other Equity Interests of Sirona necessary to adopt this Agreement is the adoption of this Agreement by the holders of a majority of the shares of Sirona Common Stock outstanding and by general principles entitled to vote thereon at the Sirona Shareholders Meeting (the “Sirona Shareholder Approval”). No other vote of equitythe holders of Sirona Common Stock or any other Equity Interests of Sirona is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) Parent has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreementand, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of Parent Shareholder Approval and the votes cast Parent Preferred Consents, to consummate the transactions contemplated by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)this Agreement. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, execution and delivery by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Parent of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests consummation by Parent of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby have been duly and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted validly authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of Parent, subject to receipt of the Company or its Affiliates are necessary to authorize or adopt this Agreement Parent Shareholder Approval and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Parent Preferred Consents. The Company Parent has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms. (b) The Parent Special Committee, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Shares in each casethe Merger, as enforcement may are advisable and fair to, and in the best interests of, Parent and its shareholders and (ii) recommending that the Parent Board approve this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Shares in the Merger. (c) The Parent Board, at the recommendation of the Parent Special Committee, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Shares in the Merger, are advisable and fair to, and in the best interests of, Parent and its shareholders, (ii) approving this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Shares in the Merger, (iii) directing that the Parent Voting Proposal be limited submitted to Parent’s shareholders for their approval and (iv) recommending that Parent’s shareholders adopt the Parent Voting Proposal. (d) The votes or consents of holders of any class or series of capital stock of Parent necessary to approve the Merger and to otherwise consummate the transactions contemplated by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles this Agreement are set forth in Schedule 6.4(d) of equitythe Parent Disclosure Schedule.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to the Statutory Merger AgreementCompany Stockholder Approval (as defined below), to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated hereby. The execution and delivery by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, consummation by the Company of the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary Company, subject to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing receipt of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Company Stockholder Approval. The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as except that enforcement hereof may be subject to or limited by (i) bankruptcy, insolvencyinsolvency or other similar laws, reorganizationnow or hereafter in effect, fraudulent transfer, moratorium or similar Laws affecting its creditors’ ' rights generally and by (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Each of the special committee of the board of directors of the Company (the "Company Board") formed in connection with the Merger and the other transactions contemplated hereby (the "Company Special Committee") and the Company Board, at meetings duly called and separately held, duly and unanimously adopted resolutions (which resolutions have not been rescinded or modified) (i) approving this Agreement and approving the Merger and the other transactions contemplated hereby, (ii) determining that the terms of the Merger and the other transactions contemplated hereby are advisable and fair to and in the best interests of the Company and its stockholders and (iii) recommending that the Company's stockholders adopt this Agreement. No state takeover statute or similar statute or regulation, including Section 203 of the DGCL, is applicable to or purports to be applicable to the Merger or any other transactions contemplated hereby. (c) The only vote of holders of any class or series of the capital stock of the Company necessary to adopt this Agreement and approve the Merger is the approval of this Agreement, at a stockholders meeting or by written consent, by a majority of the outstanding shares of Company Common Stock and Preferred Stock entitled to vote thereon, voting together as a single class (the "Company Stockholder Approval").

Authority; Execution and Delivery; Enforceability. The Company (a) Ouster has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with its covenants and obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of Ouster Stockholder Approval and to the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms adoption of this Agreement by Ouster as the sole stockholder of Merger Sub I and the Statutory sole member of Merger AgreementSub II, to consummate the Merger Transactions applicable to such party. The execution and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms Ouster of this Agreement, such resolutions the performance and compliance by Ouster with each of its covenants and obligations herein and the consummation by Ouster of the Transactions have not been amended or withdrawn. Except for duly authorized by all necessary corporate action on the Company Shareholder Approvalpart of Ouster, subject to the receipt of the Ouster Stockholder Approval and to the adoption of this Agreement by Ouster as the sole stockholder of Merger Sub I and the sole member of Merger Sub II, and no other corporate proceedings on the part of the Company Ouster and no other stockholder or its Affiliates member votes are necessary to authorize or adopt this Agreement and or the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing Ouster of the Merger Application with the Registrar pursuant Transactions to the Bermuda Companies Act)which it is a party. The Company Ouster has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub▇▇▇▇▇▇▇▇ of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it Ouster in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. (b) The Ouster Board, insolvencyat a meeting duly called and held, reorganizationadopted resolutions (i) adopting and approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, fraudulent transfer(ii) determining that the terms of this Agreement, moratorium the Mergers and the other Transactions are fair to, and in the best interests of, Ouster and its stockholders, (iii) directing that the Ouster Common Stock Issuance be submitted to the stockholders of Ouster for approval, (iv) recommending that its stockholders approve the Ouster Common Stock Issuance and (v) declaring that the Ouster Common Stock Issuance is advisable (the “Ouster Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 3.21, to the Knowledge of Ouster, no takeover, anti-takeover, business combination, control share acquisition or similar Laws affecting creditors’ rights generally Law applies to this Agreement, the Mergers or the other Transactions. The only vote of holders of any class or series of Equity Interests of Ouster necessary to approve the Transactions is the approval of the Ouster Common Stock Issuance by the holders of a majority of the shares of Ouster Common Stock entitled to vote thereon and present in person or represented by general principles proxy at the Ouster Stockholders Meeting in accordance with the rules and regulations of equitythe NYSE and the organizational documents of Ouster (the “Ouster Stockholder Approval”). No other vote of the holders of Ouster Common Stock or any other Equity Interests of Ouster is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and, assuming the representations and warranties set forth in Section 4.08 are true and correct and that the Statutory Merger AgreementTransactions are consummated in accordance with Section 251(h) of the DGCL, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Transactions. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.08 are true and correct and that the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (ivTransactions are consummated in accordance with Section 251(h) subject to Section 5.04, convening a meeting of the shareholders and recommending that DGCL, the Company’s shareholders vote in favor consummation by the Company of the adoption Transactions have been duly and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted validly authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement Company. (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). b) The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it the Company in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and remedies, or by general principles of equityequity governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity and except as rights to indemnity and contribution may be limited by state or Federal securities laws or public policy underlying such laws (the “Bankruptcy, Equity and Indemnity Exception”)). (c) The Company Board, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the Transactions are fair to and in the best interest of the Company and its stockholders, (ii) approving, adopting and declaring advisable the Merger and the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, (iii) resolving that this Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Offer Closing Time and (iv) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer (the recommendation set forth in subclause (iv) of this Section 3.04(c), the “Company Board Recommendation”), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Parent and Merger Sub has all requisite corporate full power and authority to execute and deliver this Agreement and the Statutory Merger Agreementeach Ancillary Agreement to which it is, or is specified to be, a party, to perform and comply with each of its obligations hereunder under this Agreement and thereunder, such Ancillary Agreements and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Transactions. The Board execution and delivery by each of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Parent and Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Sub of this Agreement and the Statutory Merger Agreementeach Ancillary Agreement to which it is, or is specified to be, a party, the Merger performance and compliance by Parent with each of its obligations herein and therein and the other transactions contemplated hereby and thereby are fair and in the best interests consummation by it of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a Transactions have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement Parent and the Statutory Merger Agreement or to consummate the Sub. Each of Parent and Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly executed and delivered this AgreementAgreement and at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is, andor is specified to be, assuming the due authorizationa party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery by Parent and Merger Subconstitute, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. (b) The Board of Directors of Merger Sub unanimously (i) determined that the Merger is fair to, and in the best interest of, Merger Sub and its shareholders, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of Merger Sub to its creditors, (ii) approved this Agreement and the Ancillary Agreements, the Merger and the other Transactions, and (iii) resolved to recommend that the sole shareholder of Merger Sub approve this Agreement and the Ancillary Agreements, the Merger and the other Transactions pursuant to the terms excepthereof (which approval has been obtained simultaneously with the execution of this Agreement). (c) The Board of Directors of Parent unanimously adopted resolutions approving this Agreement and the Ancillary Agreements, in each casethe Merger and the other Transactions, and Parent, as enforcement may be limited sole indirect shareholder of Merger Sub, has approved this Agreement. No other corporate or shareholder action on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium Parent and Merger Sub of their obligations under this Agreement or similar Laws affecting creditors’ rights generally and the consummation by general principles them of equitythe Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power power, authority and authority legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which the Statutory Merger AgreementCompany is a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the Merger and the other transactions contemplated by this Agreement hereby and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)thereby. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement Ancillary Agreements to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, including have been duly authorized and approved by all required action on the Merger; and (iv) subject to Section 5.04, convening a meeting part of the shareholders and recommending that the Company’s shareholders vote in favor of Company and, except for (i) the adoption and approval of this Agreement and the Statutory Merger Agreement Ancillary Agreements and the transactions contemplated hereby hereunder and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted thereunder by the terms holders of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder ApprovalCommon Stock and (ii) the filing and recordation of appropriate merger documents as required by the DGCL, no other corporate or other proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement Agreement, the Ancillary Agreements and the Statutory Merger transactions contemplated hereby or thereby. (b) When received by the Company, the requisite consent of the Company Stockholders along with a completed questionnaire from each stockholder containing customary representations for a private placement in a manner reasonably acceptable to Parent (collectively, the “Stockholders’ Consent”) shall comply in all respects with the Company’s certificate of incorporation and bylaws and the DGCL, no other vote of or action by the stockholders of the Company is required to adopt and approve this Agreement or to consummate the Merger and or the other transactions contemplated by hereby. (c) Subject to receipt of the Stockholders’ Consent, this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has been duly authorized, executed and delivered this Agreementand constitutes, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligationobligations of the Company, enforceable against it the Company in accordance with its terms except, in each case, (i) except as enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar Laws laws now or hereafter in effect related to laws affecting creditors’ rights generally generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Company’s obligations to provide indemnification and contribution remedies under the securities laws and (ii) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)hereby. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by Such vote of the directors present at a meeting duly called at which a quorum of directors of the Company was presentStockholders, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreementif any, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable as is required to authorize the execution, delivery and performance of this Agreement and the Statutory Merger other Transaction Documents and the consummation of the transactions contemplated hereby has been obtained (the “Stockholder Approval”), and all other company acts and other proceedings required to be taken by the Company and ▇▇▇▇▇ ▇▇, and the boards of directors, managers, members and stockholders of each of them in their capacity as such to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby have been duly and thereby, including the Merger; properly taken. This Agreement and (iv) subject to Section 5.04, convening a meeting each of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not other Transaction Documents has been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming by the due authorization, execution Company and delivery by Parent and Merger Sub, this Agreement each constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms exceptterms, in each case, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws other Applicable Law affecting enforcement of creditors’ rights generally and or by general principles of equity. (b) Each Stockholder which is a trust has all requisite power and authority to enter into this Agreement, perform his or its obligations hereunder and consummate the transactions contemplated hereby, including without limitation the sale and delivery of the Company Stock. This Agreement and each of the other Transaction Documents has been duly executed and delivered by each of the Stockholders and constitutes a legal, valid and binding obligation of each of the Stockholders, enforceable against them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Applicable Law affecting enforcement of creditors’ rights or by principles of equity. All necessary action by the trustees and any other relevant Person as is required in order to authorize and direct each Stockholder that is a trust to execute and deliver this Agreement and perform its obligations hereunder has been taken. (c) ▇▇▇▇▇ ▇▇ has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such vote of the LLC Member as is required to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby has been obtained (the “LLC Member Approval”), and all other company acts and other proceedings required to be taken by ▇▇▇▇▇ ▇▇ and its managers and members in their capacity as such to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby have been duly and properly taken. This Agreement and each of the other Transaction Documents has been duly executed and delivered by ▇▇▇▇▇ ▇▇ and each constitutes a legal, valid and binding obligation of ▇▇▇▇▇ ▇▇, enforceable against ▇▇▇▇▇ ▇▇ in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Applicable Law affecting enforcement of creditors’ rights or by principles of equity. (d) Each LLC Member is a trust and has all requisite power and authority to enter into this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby, including without limitation the sale and delivery of the LLC Interest. This Agreement and each of the other Transaction Documents has been duly executed and delivered by each of the LLC Members and constitutes a legal, valid and binding obligation of each of the LLC Members, enforceable against them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Applicable Law affecting enforcement of creditors’ rights or by principles of equity. All necessary action by the trustees and any other relevant Person as is required in order to authorize and direct each LLC Member that is a trust to execute and deliver this Agreement and perform its obligations hereunder has been taken.

Authority; Execution and Delivery; Enforceability. The Company (a) CTWS has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company CTWS Shareholder Approval”). The CTWS Board of Directors of the Company (the “Company Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Company CTWS was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; approving and adopting this Agreement, (ii) determining that the terms of entering into this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and is in the best interests of the Company CTWS and its shareholders; , (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyadvisable, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the CompanyCTWS’s shareholders vote in favor of the adoption and approval of approve this Agreement and the Statutory Merger directing that this Agreement and the transactions contemplated hereby and thereby, including the Merger, be submitted to CTWS’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company CTWS Shareholders Meeting”) (clauses (i), (ii), (iii) and (iv) being referred to as the “CTWS Recommendation”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. Except for the Company adoption of this Agreement by the affirmative vote of at least two-thirds of the voting power of outstanding CTWS Common Shares entitled to vote at the CTWS Shareholders Meeting (the “CTWS Shareholder Approval”), no other corporate proceedings on the part of the Company or its Affiliates CTWS are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActCBCA). The Company CTWS has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubSJW, this Agreement constitutes its the legal, valid and binding obligationobligation of CTWS, enforceable against it CTWS in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The CTWS Board (including a majority of the nonemployee directors, of which there were at least two) have approved such resolutions as are necessary to authorize any business combinations with interested shareholders (as provided in Section 33-844 of the CBCA) intended by this Agreement, the Merger and the other transactions contemplated by this Agreement. No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to or as a result of this Agreement, the Merger or any of the other transactions contemplated by this Agreement in respect of CTWS. (c) The representations and warranties set forth in this Section 4.04 shall be made (i) with respect to the Original Merger Agreement, as of the Original Execution Date, (ii) with respect to the A&R Merger Agreement, as of the A&R Execution Date and (iii) with respect to this Amended and Restated Agreement, as of the Execution Date.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Parent, Parent OP, OP Merger Sub and IRT LP LLC has all requisite corporate corporate, limited partnership or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement and and, subject to receipt of the Statutory Merger AgreementParent Stockholder Approval, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Transactions. The Board execution, delivery and performance by each of Directors of the Company (the “Company Board”) has adopted resolutionsParent, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was presentParent OP, (i) determining that the OP Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Sub and IRT LP LLC of this Agreement and the Statutory consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of Parent, partnership action on the part of Parent OP, and limited liability company action on the part of OP Merger Sub and IRT LP LLC, and no other corporate, limited partnership or limited liability company actions, as applicable, on the part of Parent, Parent OP, OP Merger Sub and IRT LP LLC are necessary to authorize this Agreement, the Merger and or the other transactions contemplated hereby and thereby are fair and in the best interests Transactions, subject to receipt of the Company Parent Stockholder Approval. Each of Parent, Parent OP, OP Merger Sub and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company IRT LP LLC has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties hereto, this Agreement constitutes its the legal, valid and binding obligationobligations of Parent, Parent OP, OP Merger Sub and IRT LP LLC, respectively, enforceable against it each of Parent, Parent OP, OP Merger Sub and IRT LP LLC in accordance with its terms exceptterms, subject to the Bankruptcy and Equity Exception. (b) The Parent Board, at a meeting duly called and held, duly adopted resolutions approving this Agreement, the Merger and the other Transactions, and (ii) recommending that Parent’s stockholders approve the issuance of Parent Common Stock in each casethe Company Merger as contemplated by this Agreement. (c) Parent, as enforcement may be limited by bankruptcythe sole general partner of Parent OP, insolvencyhas adopted this Agreement and approved the Merger and the other Transactions (“Parent OP GP Approval”). (d) Parent OP, reorganizationas the sole member of the OP Merger Sub, fraudulent transferhas approved this Agreement, moratorium or similar Laws affecting creditors’ rights generally the Partnership Merger and by general principles the other Transactions. (e) Parent, as the sole member of equitythe IRT LP LLC, has approved this Agreement, the Company Merger and the other Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.08 are true and correct and that the Statutory Merger AgreementTransactions are consummated in accordance with Section 251(h) of the DGCL, to perform its obligations hereunder and thereunder, and to consummate the Merger Transactions. The execution and delivery by the other transactions contemplated by Company of this Agreement and, assuming the representations and the Statutory Merger Agreement, subject, warranties set forth in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining Section 4.08 are true and correct and that the Merger Consideration constitutes fair value for each Common Share Transactions are consummated in accordance with Section 251(h) of the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger AgreementDGCL, the Merger and consummation by the other transactions contemplated hereby and thereby are fair and in the best interests Company of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a Transactions have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Company. The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it the Company in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and remedies, or by general principles of equityequity governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity and except as rights to indemnity and contribution may be limited by state or Federal securities laws or public policy underlying such laws (the “Bankruptcy, Equity and Indemnity Exception”)). (b) The Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, duly adopted resolutions unanimously (i) determining that the Transactions are fair to and in the best interest of the Company and its stockholders, (ii) approving and declaring advisable the Merger and the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, (iii) resolving that this Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer and (iv) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer (such recommendation, the “Company Board Recommendation”), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power execution and authority to execute delivery by Parent and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Sub of this Agreement and the Statutory consummation by Parent and Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests Sub of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement Parent and the Statutory Merger Agreement or to consummate the Sub. Parent and Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has Sub have duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, are in the best interests of, and advisable to, Parent and its stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, (iii) approved the execution, delivery and performance by general principles Parent of equitythis Agreement, including the Merger and the Parent Stock Issuance, upon the terms and subject to the conditions contained herein, (iv) directed that this Agreement be submitted to the holders of the Parent Common Stock at the Parent Stockholders Meeting to approve the Parent Stock Issuance, and (v) resolved to make the Parent Board Recommendation, subject to the terms and conditions in this Agreement. Parent, as the owner of all of the outstanding equity interests of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. None of the foregoing actions by the Parent Board have been rescinded or modified in any way (unless such rescission or modification has been effected after the date hereof in accordance with the terms of Section 6.5). (c) The only vote of holders of any class or series of capital stock of Parent necessary to approve this Agreement and to consummate the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, is the approval of the Parent Stock Issuance by the affirmative vote of at least a majority of the votes cast in person or represented by proxy at the Parent Stockholders Meeting by the holders of Parent Common Stock entitled to vote thereon in accordance with Sections 312.03(c) and 312.07 of the NYSE Listed Company Manual (the “Parent Stockholder Approval”). (d) The Merger Sub Board, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated here, including the Merger, are advisable, fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) approved the execution and delivery by Merger Sub of this Agreement, the performance by Merger Sub of its covenants and agreements contained herein and the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions contained herein and (iii) submitted this Agreement to Parent, as sole stockholder of Merger Sub, for adoption thereby and recommended that Parent approve and adopt this Agreement and the transactions contemplated hereby, including the Merger. None of the foregoing actions by the Merger Sub Board have been rescinded or modified in any way (unless such rescission or modification has been effected after the date hereof in accordance with the terms of Section 6.5).

Authority; Execution and Delivery; Enforceability. The Company Each of the Selling Entities has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Statutory Merger Agreementother Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunderthereunder and, upon entry and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case effectiveness of the MergerSale Order, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that terms hereof and thereof, will have all necessary corporate or similar authority to consummate the terms Transactions. The execution and delivery by the Selling Entities of this Agreement and the Statutory Merger Agreementother Transaction Documents to which any Selling Entity is a party, the Merger performance and compliance by the Selling Entities with each of their obligations herein and therein, and the other transactions contemplated hereby and thereby are fair and in the best interests consummation by it of the Company Transactions have been duly and its shareholders; (iii) approving validly authorized and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted approved by the terms of this Agreement, such resolutions have not been amended all necessary corporate or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings action on the part of the Company Selling Entities, and no other corporate or its Affiliates other Proceedings on the part of the Selling Entities and no other stockholder votes are necessary to authorize or adopt the execution of this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated Transaction Documents, or the performance or consummation by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing Selling Entities of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Transactions. The Company Each Selling Entity has duly and validly executed and delivered this Agreement, Agreement and will (as of the Closing) duly and validly execute and deliver the other Transaction Documents to which it is a party and, assuming the due authorization, execution and delivery by Parent the Buyer of this Agreement and Merger Subthe other Transaction Documents to which it is party, and by the other parties to the Transaction Documents, this Agreement constitutes its and the other Transaction Documents will constitute (as of the Closing) legal, valid and binding obligationobligations of each Selling Entity, enforceable against it such Selling Entity in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by all cases to (a) bankruptcy, insolvency, reorganization, fraudulent transfer, reorganization, moratorium or and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (b) general principles of equityequitable principles, whether considered in a proceeding at law or in equity (such exceptions described in the foregoing clauses (a), (b) and (c), collectively, collectively, the “Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Cedar and Pine Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the MergerShare Issuance, to the receipt of the affirmative votes of a majority Cedar Shareholder Approval and, in the case of the votes cast Merger, for the approval of this Agreement by holders Cedar as the sole stockholder of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Pine Merger Sub. The Board of Directors of the Company Cedar (the “Company Cedar Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Company Cedar was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement is in the best interests of Cedar and the Statutory Merger its shareholders, (iii) declaring this Agreement and the transactions contemplated hereby and thereby, including the Merger; advisable and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the CompanyCedar’s shareholders vote in favor of the adoption and approval of this Agreement the issuance of Cedar Common Stock constituting the Merger Consideration (the “Share Issuance”) and directing that the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, Share Issuance be submitted to Cedar’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Cedar Shareholders Meeting”). Except for any Adverse Recommendation Change made after As of the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Pine Merger Sub has adopted resolutions (i) approving the execution, delivery and performance of this Agreement, (ii) determining that the terms of this Agreement are in the best interests of Pine Merger Sub and Cedar, as its sole stockholder, (iii) declaring this Agreement advisable and (iv) recommending that Cedar, as sole stockholder of Pine Merger Sub, adopt this Agreement and directing that this Agreement be submitted to Cedar, as sole stockholder of Pine Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Cedar, as sole stockholder of Pine Merger Sub, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, adopt this Agreement. Except (x) solely in the case of the Share Issuance, for the approval of the Share Issuance by the affirmative vote of the holders of a majority of the voting power of the shares of Cedar Common Stock and Cedar Preferred Stock represented in person or by proxy at the Cedar Shareholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual (the “Cedar Shareholder Approval”), and (y) solely in the case of the Merger, for the adoption of this Agreement by Cedar as the sole stockholder of Pine Merger Sub, no other corporate proceedings on the part of the Company Cedar or its Affiliates Pine Merger Sub are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActDGCL). The Company Each of Cedar and Pine Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubPine, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms. In order to amend Article III.C of the Cedar Articles to reduce the voting rights granted thereby to holders of Cedar High Vote Stock to the same voting rights to which holders of other shares of Cedar Common Stock are entitled, in each casethe only required vote of the Cedar shareholders is the affirmative vote of two-thirds of the voting power of holders of Cedar Common Stock present at an annual or special meeting of shareholders at which a majority of the voting power of holders of Cedar Common Stock is present (the “Cedar High Vote Shareholder Approval”). (b) The Cedar By-laws render LBCL Sections 12:135 through 12:140.2 inapplicable to the Merger. No “fair price”, as enforcement may be limited by bankruptcy“moratorium”, insolvency, reorganization, fraudulent transfer, moratorium “control share acquisition” or other similar antitakeover statute or similar Laws affecting creditors’ rights generally and statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by general principles of equitythis Agreement.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Sarg and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of Sarg Stockholder Approval, to consummate the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Transactions applicable to such party. The Board execution and delivery by each of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Sarg and Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms Sub of this Agreement, such resolutions the performance and compliance by Sarg and Merger Sub with each of its obligations herein and the consummation by Sarg and Merger Sub of the Transactions applicable to it have not been amended or withdrawn. Except for duly authorized by all necessary corporate action on the Company Shareholder Approvalpart of Sarg and Merger Sub, subject to receipt of the Sarg Stockholder Approval and to the adoption of this Agreement by Sarg as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of the Company Sarg or its Affiliates Merger Sub and no shareholder votes are necessary to authorize or adopt this Agreement or the consummation by Sarg and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing Sub of the Transactions to which it is a party. Each of Sarg and Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubCardinal of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. (b) The Board of Directors of Sarg (the “Sarg Board”), insolvencyat a meeting duly called and held, reorganizationunanimously adopted resolutions, fraudulent transferwhich have not been amended or withdrawn, moratorium (i) approving this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of the Agreement, the Merger, the amendment and restatement of the Sarg Charter as set forth in the Amended Sarg Charter and the other Transactions are advisable to, and in the best interests of, Sarg and its shareholders, (iii) directing that the Sarg Share Issuance and the amendment and restatement of the Sarg Charter as set forth in the Amended Sarg Charter be submitted to the stockholders of Sarg for approval, and (iv) recommending that Sarg stockholders approve the Sarg Share Issuance and the amendment and restatement of the Sarg Charter as set forth in the Amended Sarg Charter (the “Sarg Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Sarg, no takeover, anti-takeover, business combination, control share acquisition or similar Laws affecting creditors’ rights generally Law (collectively, “Takeover Laws”) applies to the Merger or the other Transactions. The only vote of holders of any class or series of Sarg Common Stock or other Equity Interests of Sarg necessary to consummate the Transactions is (i) the approval of the Sarg Share Issuance by the affirmative vote of a majority of the votes cast thereon at the Sarg Stockholders Meeting, and (ii) the approval of the amendment and restatement of the Sarg Charter as set forth in the Amended Sarg Charter by general principles the affirmative vote of equitya majority of the votes entitled to be cast thereon by the holders of Sarg Common Stock at the Sarg Stockholders Meeting (the “Sarg Stockholder Approval”). No other vote of the holders of Sarg Common Stock or any other Equity Interests of Sarg is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of Company Stockholder Approval, to consummate the votes cast Transactions. The execution and delivery by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the performance and compliance by the Company Shareholder with each of its obligations herein, and the consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject to receipt of the Company Stockholder Approval, and no other corporate proceedings on the part of the Company or its Affiliates and no other stockholder votes are necessary to authorize or adopt this Agreement and or the Statutory Merger Agreement or to consummate consummation by the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing Company of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Transactions. The Company has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent P▇▇▇▇▇ and Merger SubSub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. (b) The Company Board, insolvencyat a meeting duly called and held, reorganizationunanimously adopted resolutions (i) determining that the Transactions, fraudulent transferincluding the Merger, moratorium are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for its adoption, and (iv) recommending that the Company’s stockholders adopt this Agreement (the “Company Board Recommendation”). (c) Subject to the accuracy of Section 4.7, the Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar Law are not applicable to this Agreement and the Transactions, including the Merger. To the Knowledge of the Company, no other takeover, anti-takeover, business combination, control share acquisition or similar Laws affecting creditors’ rights generally Law applies to the Merger or the other Transactions. The only vote of holders of any class or series of Shares or other Equity Interests of the Company necessary to adopt this Agreement is the adoption of this Agreement by the holders of a majority of the voting power represented by the Shares that are outstanding and by general principles entitled to vote thereon at the Company Meeting (the “Company Stockholder Approval”). No other vote of equitythe holders of Shares or any other Equity Interests of the Company is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations covenants and agreements hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and hereby, including the Statutory Merger AgreementMerger, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (ia) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and it is in the best interests of the Company and its shareholders; (iii) approving , and declaring advisable it advisable, for the Company to enter into this Agreement, (b) adopting this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the Statutory Merger Agreement and consummation of the transactions contemplated hereby and thereby, including the Merger; thereby and (ivc) subject resolving to Section 5.04, convening a meeting of the shareholders and recommending recommend that the Company’s shareholders vote in favor of the adoption and approval of approve this Agreement (the “Company Board Recommendation”) and directing that this Agreement be submitted to the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. Except for (i) the approval of this Agreement by the affirmative vote of the holders of a majority of all of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”) and (ii) the filing of the Articles of Merger as required by the KGCC, no other vote or corporate proceedings on the part of the Company or its Affiliates shareholders are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and hereby, including the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Merger. The Company has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and by general equitable principles of equity(whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exceptions”).

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes vote of the holders of a majority of the votes cast by holders voting power of outstanding all shares of Company Common Shares Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company Board of Directors of the Company (the “Company Board”) has adopted resolutionshas, by resolutions duly adopted by the unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Company was presentdirectors, (ia) determining determined that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreementtransactions contemplated hereby, including the Merger Merger, are advisable, (b) determined that this Agreement and the other transactions contemplated hereby and thereby hereby, including the Merger, are fair to and in the best interests of the Company and its shareholders; , (iiic) approving and declaring advisable the execution, delivery and performance of approved this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyhereby, including the Merger; and , (ivd) subject to Section 5.04, convening a meeting assuming the accuracy of the shareholders representations and recommending warranties set forth in Section 3.11, taken all actions necessary so that the Company’s shareholders restrictions on business combinations and stockholder vote requirements contained in favor Section 203 of the adoption and approval DGCL will not apply with respect to or as a result of the Merger, this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyhereby, including (e) directed that the Merger, adoption of this Agreement be submitted to a vote of the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of ) and (f) resolved to recommend that its shareholders adopt this Agreement in accordance with the applicable provisions of Delaware Law (provided that is expressly permitted any change or modification or rescission of such resolutions by the terms Company Board in accordance with Section 5.03(d) shall not be a breach of the representation in this Agreement, such resolutions have not been amended or withdrawnsentence). Except for the Company Shareholder Approval, no other corporate proceedings or approvals on the part of the Company or its Affiliates are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Agreement. The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

Authority; Execution and Delivery; Enforceability. The Company SBS has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, subject to the receipt of the affirmative votes SBS Stockholder Approval. The board of a majority directors of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting SBS (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company SBS Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Company SBS was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement is in the best interests of SBS and the Statutory Merger its stockholders, (iii) declaring this Agreement and the transactions contemplated hereby and therebyherein advisable, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the CompanySBS’s shareholders stockholders vote in favor of approval of the issuance of SBS Common Stock constituting the Merger Consideration (the “Share Issuance”) and the adoption and approval of this Agreement and (v) directing that the Statutory Merger Share Issuance and this Agreement be submitted to SBS’s stockholders for approval and the transactions contemplated hereby and therebyadoption, including the Mergerrespectively, at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders SBS Stockholders Meeting”). Except for any Adverse Recommendation Change made after As of the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of SBS Common Stock and the approval of the Share Issuance (together, the “SBS Stockholder Approval”), as well as the approval of the Stock Plan Amendment by the affirmative vote of the holders of a majority of the shares of SBS Common Stock represented in person or by proxy at the SBS Stockholders Meeting, no other corporate proceedings actions on the part of the Company or its Affiliates SBS are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActDGCL). The Company SBS has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubBMHC, this Agreement constitutes its a legal, valid and binding obligationobligation of SBS, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to bankruptcy, insolvency, reorganization, fraudulent transfer, reorganization, moratorium or and similar Laws of general applicability relating to or affecting creditors’ rights generally and by to general equity principles of equity(the “Bankruptcy and Equity Exception”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority Company Requisite Stockholder Approvals. Each of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) and the Special Committee has adopted resolutions, by vote of the directors present at a meeting meetings duly called at which a quorum of directors members of the Company was Board and the Special Committee, respectively, were present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyTransactions, including the Merger; , (ii) determining that entering into this Agreement is advisable and in the best interests of the Company and its stockholders and (iviii) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of stockholders adopt this Agreement (the “Company Recommendation”) and directing that this Agreement be submitted to the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, Company’s stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). Except for any Adverse Recommendation Change made after As of the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for (x) the adoption of this Agreement and the approval of the Transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter in person or by proxy at the Company Shareholder Stockholders Meeting (or any adjournment thereof) (the “Company Stockholder Approval”) and (y) the adoption of this Agreement and the approval of the Transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter not owned, directly or indirectly, by the Excluded Company Parties cast on such matter in person or by proxy at the Company Stockholders Meeting (or any adjournment thereof) (the “Company Additional Stockholder Approval” and, together with the Company Stockholder Approval, the “Company Requisite Stockholder Approvals”), no other corporate proceedings on the part of the Company or its Affiliates any Company Subsidiary or System Financing Entity are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement Transactions (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActDGCL). The Company has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No Anti-Takeover Statute is, or at the Effective Time will be, applicable to the Company with respect to this Agreement or the Transactions. The Company does not have in effect a “poison pill” or similar stockholder rights plan.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, assuming the representations and warranties set forth in Section 5.08 are true and correct and that the Statutory Merger AgreementTransactions are consummated in accordance with Section 251(h) of the DGCL, to perform its obligations hereunder and thereunder, and to consummate the Merger Transactions. The execution and delivery by the other transactions contemplated by Company of this Agreement and, assuming the representations and the Statutory Merger Agreement, subject, warranties set forth in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining Section 5.08 are true and correct and that the Merger Consideration constitutes fair value for each Common Share Transactions are consummated in accordance with Section 251(h) of the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger AgreementDGCL, the Merger and consummation by the other transactions contemplated hereby and thereby are fair and in the best interests Company of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a Transactions has been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Company. The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent ▇▇▇▇▇▇ and Merger Sub, and assuming the representations and warranties set forth in Section 5.08 are true and correct, this Agreement constitutes its the Company’s legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and remedies, or by general principles of equityequity governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy underlying such laws (the “Bankruptcy, Equity and Indemnity Exception”)). (b) The Transaction Committee has unanimously: (i) determined that the terms of the Transactions are fair to, and in the best interests of, the Company and the Company Stockholders; and (ii) made the Transaction Committee Recommendation. (c) The Company Board (acting upon the unanimous recommendation of the Transaction Committee), at a meeting duly called and held, duly and by unanimous vote of the Company Board adopted resolutions: (i) determining that the Offer, the Merger and the other Transactions are fair to and in the best interest of the Company and the Company Stockholders; (ii) approving and declaring advisable the Merger and the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions; (iii) resolving that this Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Offer Closing Time; and (iv) recommending that the Company Stockholders accept the Offer and tender their shares of the Company Common Stock pursuant to the Offer (the recommendation set forth in subclause; (iv) of this Section 4.04(c), the “Company Board Recommendation”), which resolutions, as of the Agreement Date, have not been rescinded, modified or withdrawn in any way. (d) Prior to the scheduled expiration of the Offer, the Company Board or the compensation committee of the Company Board has, or will have: (i) duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act each agreement, plan, program, arrangement or understanding entered into or established by the Company or any of its former subsidiaries on or before the date hereof with or on behalf of any of its officers, directors or employees, including the terms of Section 3.08, Section 3.10 and Section 7.03; and (ii) taken all other actions reasonably necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d) under the Exchange Act with respect to the foregoing.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of Company Stockholder Approval, to consummate the votes cast Transactions. The execution and delivery by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the performance and compliance by the Company Shareholder with each of its obligations herein, and the consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject to receipt of the Company Stockholder Approval, and no other corporate proceedings on the part of the Company or its Affiliates and no other stockholder votes are necessary to authorize or adopt this Agreement and or the Statutory Merger Agreement or to consummate consummation by the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing Company of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Transactions. The Company has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubSub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether considered in a Proceeding at law or in equity). (b) The Company Board (upon the recommendation of equitythe Transaction Committee), at a meeting duly called and held, at which all of the directors were present, adopted resolutions (i) approving and declaring advisable this Agreement and the consummation of the Transactions, (ii) determining that the terms of the Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of the Company at the Company Meeting and (iv) recommending that its stockholders adopt this Agreement (the "Company Board Recommendation"), which resolutions have not been subsequently withdrawn, amended or modified in any respect as of the date of this Agreement. (c) The Company Board has taken all necessary actions so that the restrictions on "business combinations" (as defined in Section 203 of the DGCL) set forth in Section 203 of the DGCL are not and will not be applicable to this Agreement and the transactions contemplated hereby, including the Merger or the other Transactions. Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.6, no other takeover, anti-takeover, business combination, moratorium, fair price, control share acquisition or similar Law applies to the Merger or the other Transactions. The Company and its Subsidiaries do not have in effect any stockholder rights plan, "poison pill" or other similar plan or arrangement. The only vote of holders of any class or series of Company Shares or other Equity Interests of the Company necessary to adopt this Agreement and approve the Merger is the adoption of this Agreement by the affirmative vote of holders of a majority of the Company Shares outstanding and entitled to vote thereon at the Company Meeting (the "Company Stockholder Approval"). No other vote of the holders of Company Shares or any other Equity Interests of the Company is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The Company has (a) S▇▇ and M▇▇▇▇▇ Sub have all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its their obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Sun Shareholders Meeting (the “Company Shareholder Approval”). The Sun Board (or, if appropriate, any committee thereof), at a meeting duly called and held in compliance with the requirements of Directors of Israeli Companies Law and the Company (the “Company Board”) Current Sun Articles, has adopted resolutions, by unanimous vote of the all directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory consummation of the Merger upon the terms and subject to the conditions contained herein; (ii) recommending that Sun Amended Articles of Association be approved by Sun’s shareholders as the articles of association of Sun; (iii) determining that entering into this Agreement is in the best interests of Sun and its shareholders; (iv) declaring this Agreement and the transactions contemplated hereby and thereby, including the Mergerby this Agreement advisable; and (ivv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the CompanyS▇▇’s shareholders vote in favor of the adoption matters detailed in the definition of Sun Shareholder Approval and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of directing that such matters be submitted to Sun’s shareholders for such purpose approval at the Sun Shareholders’ Meeting; and (vi) approving the “Company Shareholders Meeting”)filing of the Form F-4. Except for any Adverse Recommendation Change made after As of the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Sun Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates Sun are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActDGCL). The Company has S▇▇ and M▇▇▇▇▇ Sub have duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubIronman, this Agreement constitutes its legal, valid and binding obligation, enforceable against it each of them in accordance with its terms exceptterms. (b) The affirmative votes of the holders of a majority of the outstanding Sun Ordinary Shares as of the record date for the Sun Shareholders’ Meeting, represented at a general meeting of Sun in each caseperson or by proxy and voting thereon, approving (i) an increase of the authorized share capital of Sun (by such amount as enforcement may is at least sufficient to permit the issuance of the Sun Ordinary Shares issuable upon consummation of the Merger); (ii) the adoption of the Sun Amended Articles of Association as the articles of association of Sun with effect from immediately prior to the Effective Time; (iii) the directors and officers insurance policy to be limited procured (or extended) by bankruptcySun for the benefit of the members of the Combined Company Board as well as indemnification agreements with respect to Ironman Designees (to the extent not otherwise covered thereby); (iv) appointing the persons designated pursuant to Section 6.12(b) as members of the Combined Company Board, insolvencyand (v) the issuance of the Sun Ordinary Shares issuable upon consummation of the Merger (collectively, reorganizationthe “Sun Shareholder Approval”), fraudulent transferare the only votes of the holders of any class or series of Sun’s Capital Stock necessary to approve this Agreement, moratorium or similar Laws affecting creditors’ rights generally the Merger and by general principles the consummation of equitythe other transactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, subject only to the receipt approval and adoption of this Agreement by the affirmative votes holders of a majority of the votes cast by holders of outstanding Company Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present Stock at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share held in accordance with the Bermuda Companies Act; NRS and by the holders of a majority of the Company Common Stock held by the minority stockholders of the Company Common Stock as required by MI 61-101 (ii) determining such meeting, the "Company Stockholder Meeting" and such approval, the "Company Stockholder Approval"). The Committee has recommended that the terms Company Board, and the Company Board has, by resolutions duly adopted by the requisite vote of the directors, (a) determined that this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby hereby, including the Merger, are (i) advisable and thereby are fair and (ii) in the best interests of the Company and its shareholders; stockholders, (iiib) approving and declaring advisable the execution, delivery and performance of approved this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyhereby, including the Merger, at a duly held meeting of such shareholders for such purpose and (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by c) unanimously resolved, upon and subject to the terms of this Agreementand conditions herein, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or to recommend that its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate stockholders approve the Merger and (such recommendation, the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act"Company Recommendation"). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its a legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ ' rights generally and by general principles of equity. The Committee has received an oral opinion to be subsequently confirmed in writing (the "Fairness Opinion") from ▇▇▇▇▇ and ▇▇▇▇▇ Inc., the financial advisor to Company, that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out therein, the Merger Consideration is fair from a financial point of view to the Company's stockholders. The fee payable to such financial advisor is a flat fee for delivery of the fairness opinion irrespective of the conclusions of the fairness opinion and no portion of any fee payable to the financial advisor is conditional on the closing of the Merger. The Company has been authorized by ▇▇▇▇▇ and ▇▇▇▇▇ Inc. to permit inclusion of the Fairness Opinion and references thereto in the Proxy Statement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, Transaction Agreements to perform its obligations hereunder and thereunder, which it is a party and to consummate the Merger Transactions. The execution, delivery and performance by the Company of each Transaction Agreement to which it is a party and the other transactions contemplated consummation by this Agreement and the Statutory Merger AgreementCompany of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, if required by Law, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this each Transaction Agreement to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by (subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar Laws affecting creditors’ laws now or hereafter in effect relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies). (b) The Board of Directors of the Company (the “Company Board”), at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the other Transaction Agreements, the Offer, the Merger and the other Transactions and approving the execution, delivery and performance of this Agreement and the other Transaction Agreements, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the Company’s stockholders accept the Offer and tender their shares of Company Common Stock into the Offer, (iv) recommending that the Company’s stockholders adopt this Agreement and give the Company Stockholder Approval, if required by general principles Law, (v) rendering the limitations on business combinations contained in Section 203 of equitythe DGCL inapplicable to the Offer, the Merger, this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby, (vi) electing that the Offer and the Merger not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement, and (vii) determining that each member of the Compensation Committee approving any employment compensation, severance or other employee benefit arrangement as set forth in Section 3.30 is an “independent director” within the meaning of NASDAQ Rule 4200(a)(15), which resolutions have not been rescinded, modified or withdrawn in any way. Such resolutions are sufficient to render inapplicable to Parent and Sub, and this Agreement and the other Transaction Agreements, the Offer, the Merger and the other Transactions, the restrictions on business combinations set forth in Section 203 of the DGCL. No other Takeover Law or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement and the other Transaction Agreements, the Offer, the Merger or any other Transaction.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of ▇▇▇▇▇▇▇ and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Share Issuance, to the receipt of the ▇▇▇▇▇▇▇ Shareholder Approval, and, in the case of the amendment of the ▇▇▇▇▇▇▇ Articles to increase the number of authorized shares of ▇▇▇▇▇▇▇ Common Stock in connection with the Share Issuance and to change the name of ▇▇▇▇▇▇▇, each as described on Exhibit B (the “Articles Amendment”), to the receipt of the ▇▇▇▇▇▇▇ Articles Amendment Approval and, in the case of the Merger, to the receipt approval of the affirmative votes Merger by ▇▇▇▇▇▇▇ as the sole stockholder of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Merger Sub. The ▇▇▇▇▇▇▇ Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a vote of the directors present at a meeting duly called at which a quorum of directors of the Company ▇▇▇▇▇▇▇ was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; approving this Agreement, (ii) determining that the terms of entering into this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and is in the best interests of the Company ▇▇▇▇▇▇▇ and its shareholders; , (iii) approving and declaring advisable the executionMerger advisable, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of adopting the shareholders Articles Amendment and recommending that the Company’s ▇▇▇▇▇▇▇’▇ shareholders vote in favor of the adoption and approval of this Agreement the Articles Amendment and the Statutory issuance of ▇▇▇▇▇▇▇ Common Stock constituting the Merger Agreement Consideration (the “Share Issuance”) and directing that the Articles Amendment and the transactions contemplated hereby and thereby, including the Merger, Share Issuance be submitted to ▇▇▇▇▇▇▇’▇ shareholders for approval at a duly held meeting of such shareholders for such purpose (( the “Company ▇▇▇▇▇▇▇ Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. The Board of Directors of Merger Sub has adopted resolutions, by unanimous written consent, (i) approving this Agreement, (ii) declaring advisable the Merger on substantially the terms and conditions set forth in this Agreement and determining that the Merger is in the best interests of Merger Sub and ▇▇▇▇▇▇▇, as its sole stockholder, and (iii) recommending that ▇▇▇▇▇▇▇, as sole stockholder of Merger Sub, approve the Merger and directing that the Merger be submitted to ▇▇▇▇▇▇▇, as sole stockholder of Merger Sub, for approval. Such resolutions have not been amended or withdrawn as of the date of this Agreement. ▇▇▇▇▇▇▇, as sole stockholder of Merger Sub, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, approve the Merger. Except (A) solely in the case of the Share Issuance, for the approval of the Share Issuance by the affirmative vote of the holders of a majority of the shares of ▇▇▇▇▇▇▇ Common Stock represented in person or by proxy at the ▇▇▇▇▇▇▇ Shareholders Meeting, as required by Section 312.03 of the NYSE Listed Company Manual (the “▇▇▇▇▇▇▇ Shareholder Approval”), (B) solely in the case of the Articles Amendment, for the approval of the Articles Amendment by the affirmative vote of holders of a number of shares of ▇▇▇▇▇▇▇ Common Stock represented in person or by proxy at the ▇▇▇▇▇▇▇ Shareholder Meeting in excess of the number of shares of ▇▇▇▇▇▇▇ Common Stock represented in person or by proxy at the ▇▇▇▇▇▇▇ Shareholder Meeting held by holders casting a negative vote (the “▇▇▇▇▇▇▇ Articles Amendment Approval”) and (C) solely in the case of the Merger, for the approval of the Merger by ▇▇▇▇▇▇▇ as the sole stockholder of Merger Sub, no other corporate proceedings on the part of the Company ▇▇▇▇▇▇▇ or its Affiliates Merger Sub are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing the execution and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActMGCL). The Company Each of ▇▇▇▇▇▇▇ and Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubBlack & ▇▇▇▇▇▇, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equityterms.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, subject to the receipt of the affirmative votes of Company Stockholder Approval. The Company Board at a majority meeting duly called and held in compliance with the requirements of the votes cast by holders DGCL and Company Certificate of outstanding Common Shares at Incorporation and the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors bylaws of the Company (the “Company Board”) Company, has adopted resolutions, by unanimous vote of the all directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that approving the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Actexecution, delivery and performance of this Agreement; (ii) determining that the terms of entering into this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and is in the best interests of the Company and its shareholdersstockholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Mergerby this Agreement advisable; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders stockholders vote in favor of the adoption and approval of this Agreement and directing that such adoption be submitted to the Statutory Merger Agreement and Company’s stockholders for approval at the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting Company Stockholders’ Meeting. As of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Stockholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActDGCL). The Company has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent P▇▇▇▇▇ and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms. (b) The affirmative votes of the holders of a majority of the outstanding shares of Company Common Stock as of the record date for the Company Stockholders’ Meeting, represented at a stockholder meeting of the Company in each caseperson or by proxy and voting thereon, as enforcement may be limited by bankruptcyapproving the adoption of this Agreement (the “Company Stockholder Approval”), insolvencyis the only vote of the holders of any class or series of the Company’s Capital Stock necessary to approve and adopt this Agreement, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally the Merger and by general principles the consummation of equitythe other transactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.08 are true and correct and that the Statutory Merger AgreementTransactions are consummated in accordance with Section 251(h) of the DGCL, to perform its obligations hereunder and thereunder, and to consummate the Merger Transactions. The execution and delivery by the other transactions contemplated by Company of this Agreement and, assuming the representations and the Statutory Merger Agreement, subject, warranties set forth in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining Section 4.08 are true and correct and that the Merger Consideration constitutes fair value for each Common Share Transactions are consummated in accordance with Section 251(h) of the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger AgreementDGCL, the Merger and consummation by the other transactions contemplated hereby and thereby are fair and in the best interests Company of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a Transactions has been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Company. The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, and assuming the representations and warranties set forth in Section 4.08 are true and correct, this Agreement constitutes its legal, valid and binding obligation, enforceable against it the Company in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and remedies, or by general principles of equityequity governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity and except as rights to indemnity and contribution may be limited by state or Federal securities laws or public policy underlying such laws (the “Bankruptcy, Equity and Indemnity Exception”)). (b) The Company Board, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the Offer, the Merger and the other Transactions are fair to and in the best interest of the Company and its stockholders, (ii) approving and declaring advisable the Merger and the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, (iii) resolving that this Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Offer Closing Time and (iv) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer (the recommendation set forth in subclause (iv) of this Section 3.04(b), the “Company Board Recommendation”), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to the Statutory Company Stockholder Approval (as defined in Section 3.04(c)) with respect to the Merger Agreementif required by Law (as defined in Section 3.05(a)), to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the Statutory Merger Agreementconsummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligationobligation (subject to the Company Stockholder Approval with respect to the Merger if required by Law), enforceable against it in accordance with its terms exceptterms, in each case, as enforcement except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfertransfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of the principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) Each of the Board of Directors of Company (the "Company Board") and the Special Committee, moratorium in each case at a meeting duly called and held, duly and unanimously adopted votes (i) approving this Agreement and the Merger, (ii) determining that as of the date of this Agreement the terms of the Merger are fair to and in the best interests of Company and its stockholders, and (iii) as of the date of this Agreement recommending that Company's stockholders approve this Agreement. Such votes are sufficient to render inapplicable to Parent and Sub and this Agreement and the transactions contemplated hereby the provisions of Chapter 110C and Chapter 110F of the BCL and Section 6H of the Company's Articles of Organization, as amended (assuming the requirement that the terms of the Merger be furnished to shareholders is satisfied). No other Massachusetts takeover statute or similar Laws affecting creditors’ rights generally statute or regulation, and to the Company's Knowledge no takeover statute or similar statute or regulation of any other state, applies or purports to apply to Company with respect to this Agreement or the transactions contemplated hereby. (c) In accordance with the provisions in Section 6I of the Company's Articles of Organization, as amended, the only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval of this Agreement by general principles the holders of equitynot less than a majority of the outstanding Company Common Stock (the "Company Stockholder Approval"). (d) The Company has terminated the Agreement and Plan of Merger dated as of June 21, 2001 among Registry Holding Company, Redwood Acquisition Corp. and the Company (the "June 21 Merger Agreement") in accordance with the provisions thereof and has in connection with such termination paid or become obligated to pay not more than $2,000,000 to Registry Holding Company, Inc. and up to $250,000 to G. ▇▇▇▇ ▇▇▇▇▇▇.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to the Statutory Merger AgreementParent Stockholder Approval (as defined in Section 5.04(e) below), to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)hereby. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject to the Parent Stockholder Approval (as defined in Section 5.04(c) below). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as except that enforcement hereof may be subject to or limited by (i) bankruptcy, insolvencyinsolvency or other similar laws, reorganizationnow or hereafter in effect, fraudulent transfer, moratorium or similar Laws affecting its creditors’ ' rights generally and by (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Each of the special committee of the Parent board of directors (the "Parent Board") formed in connection with the Merger and the other transactions contemplated hereby (the "Parent Special Committee") and the Parent Board, at meetings duly called and separately held, duly and unanimously adopted resolutions (which resolutions have not been rescinded or modified) (i) approving this Agreement and approving the Merger and the other transactions contemplated hereby, (ii) determining that the terms of the Merger and the other transactions contemplated hereby are advisable and fair to and in the best interests of Parent and its stockholders and (iii) recommending that Parent's stockholders approve the increase in the authorized capital stock of Parent and the issuance of shares of Parent Common Stock in the Merger pursuant to this Agreement. (c) The increase in the authorized capital stock of Parent requires the approval of a majority of the outstanding shares of Parent Common Stock entitled to vote and the issuance of shares of Parent Common Stock in the Merger pursuant to this Agreement requires the approval of the holders of at least 55% of the outstanding shares of Parent Common Stock (collectively, the "Parent Stockholder Approval"). Parent, as the sole stockholder of Merger Sub, has approved the Merger (which approval has not been rescinded or modified).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting Stockholder Approval (the “Company Shareholder Approval”as defined in Section 3.04(c)). The Board of Directors of execution and delivery by the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, consummation by the Company of the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary Company, subject to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing receipt of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Company Stockholder Approval. The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. (b) The Board of Directors of the Company (the "Company Board"), at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other Transactions, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Merger on the terms exceptand subject to the conditions set forth in this Agreement, (iii) approving this Agreement, the Company Stockholder Agreement, the Merger and the other Transactions for purposes of Section 203 of the DGCL, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's stockholders to be held as promptly as reasonably practicable and (v) recommending that the holders of the Company Common Stock and the Company Convertible Preferred Stock adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in each caseany way except as permitted by Section 5.02(b). Such resolutions are sufficient to render inapplicable to Parent and Sub, as enforcement may be limited by bankruptcythis Agreement, insolvencythe Company Stockholder Agreement, reorganization, fraudulent transfer, moratorium the Merger and the other Transactions the restrictions on "business combinations" contained in Section 203 of the DGCL. No other state takeover statute or similar Laws affecting creditors’ rights generally statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Company Stockholder Agreement, the Merger or any other Transaction. (c) The affirmative vote of holders of a majority in voting power of the outstanding shares of Company Capital Stock voting together as a single class (the "Company Stockholder Approval") is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and by general principles of equityadopt this Agreement, the Merger and the other Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) IPG has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of IPG Stockholder Approval, to consummate the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Transactions. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, execution and delivery by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms IPG of this Agreement, such resolutions the performance and compliance by IPG with each of its obligations herein and the consummation by IPG of the Transactions have not been amended or withdrawn. Except for duly authorized by all necessary corporate action on the Company Shareholder part of IPG, subject to the receipt of the IPG Stockholder Approval, and no other corporate proceedings on the part of the Company or its Affiliates IPG and no other stockholder votes are necessary to authorize or adopt this Agreement and or the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing IPG of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Transactions. The Company IPG has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent ▇▇▇▇▇▇▇ and Omnicom Merger SubSub of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. (b) The IPG Board, insolvencyat a meeting duly called and held, reorganizationunanimously adopted resolutions (i) determining that the Transactions, fraudulent transferincluding the Merger, moratorium are advisable, fair to and in the best interests of IPG and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of IPG for its adoption, and (iv) recommending that IPG’s stockholders adopt this Agreement (the “IPG Board Recommendation”). (c) Subject to the accuracy of the representations and warranties in Section 4.22, the IPG Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar Law are not applicable to this Agreement and the Transactions. To the Knowledge of IPG, no takeover, anti-takeover, business combination, control share acquisition or similar Laws affecting creditors’ rights generally Law applies to this Agreement, the Merger or the other Transactions. The only vote of holders of any class or series of Equity Interests of IPG necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of IPG Common Stock outstanding and by general principles entitled to vote thereon at the IPG Stockholders Meeting (the “IPG Stockholder Approval”). No other vote of equitythe holders of IPG Common Stock or any other Equity Interests of IPG is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and each of the Statutory Merger Agreement, other Transaction Documents to which it is or will be a party and to perform its obligations hereunder and thereunder, and including to consummate the Merger Transactions. The execution and delivery by the Company of this Agreement and such other Transaction Documents have been or will be, and the other transactions contemplated consummation of the Transactions has been or will be, upon receipt of the Company Stockholder Approval, duly authorized by all requisite corporate action of the Company. (b) The Board has unanimously (i) determined that this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby Transactions are fair to, and in the best interests of of, the Company and its shareholdersequityholders; (iiiii) approving approved and declaring declared advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and consummation of the transactions contemplated hereby and thereby, including the MergerTransactions; and (iviii) subject resolved to Section 5.04, convening a meeting of the shareholders and recommending recommend that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or equityholders adopt this Agreement and approve the Statutory Merger Transactions. The affirmative vote or written consents of (i) the holders of a majority of all of the outstanding shares of Common Stock and Series A Preferred Stock (on an as converted basis) and (ii) the holders of fifty-six percent (56%) of the outstanding shares of Series A Preferred Stock are the only votes of equityholders of the Company necessary to adopt this Agreement or to consummate and approve the Merger and the other transactions contemplated Transactions (together, the “Company Stockholder Approval”). All actions relating to the solicitation and obtainment of the Written Consent with respect to this Agreement have been and will be taken in compliance with applicable Law. (c) This Agreement has been, and upon its execution and delivery, each of the other Transaction Documents to which the Company will be a party will be, duly and validly executed and delivered by the Company and, assuming this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has other Transaction Documents have been duly authorized, executed and delivered by the other parties hereto or thereto, as applicable, this AgreementAgreement constitutes, and, assuming the due authorization, and upon its execution and delivery by Parent and Merger Subeach of the other Transaction Documents to which the Company will be a party will constitute, this Agreement constitutes its legal, a valid and binding obligationobligation of the Company, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be limited by case subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or and similar Laws affecting creditors’ rights and remedies generally and by subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or equity) (collectively, the “Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. The Company (a) Seller has all requisite corporate full limited liability company power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, Ancillary Agreements to perform its obligations hereunder and thereunder, which it is a party and to consummate the Merger Initial Transactions and the other transactions contemplated by this Agreement and the Statutory Merger AgreementSecond Transactions (collectively, subjectexcluding any Facilitated Transaction, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder ApprovalTransactions”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, execution and delivery by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Seller of this Agreement and the Statutory Merger Ancillary Agreements to which it is a party and the consummation by Seller of the Transactions have been duly authorized by all necessary limited liability company action. No votes of holders of the membership interests (or any class or series thereof) in Seller are necessary to approve and authorize this Agreement, the Merger Ancillary Agreements to which Seller is a party or the Transactions, other than any such votes, authorizations or approvals that have been obtained and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”)effect. Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Seller has duly executed and delivered this Agreement, and, assuming Agreement and each Ancillary Agreement to which it is a party and which is to be executed and delivered at the due authorization, execution and delivery by Parent and Merger Sub, this Initial Closing. This Agreement constitutes its and each Ancillary Agreement when it is executed and delivered as provided herein will constitute, the Seller’s legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each caseterms. (b) NSLP has full limited partnership power and authority to execute and deliver this Agreement and to consummate the Transactions (to the extent applicable to NSLP). Each of NSGP and NSLP has full limited liability company or partnership, as enforcement may applicable, power and authority to execute and deliver the Ancillary Agreements to which it is a party and to consummate the related Transactions (to the extent applicable to NSGP or NSLP). The execution and delivery by each of NSGP and NSLP of this Agreement and/or the Ancillary Agreements to which it is a party, as applicable, and the consummation by NSGP and NSLP of the Transactions (to the extent applicable to NSGP or NSLP) have been duly authorized by all necessary limited liability company or partnership action of NSGP or NSLP, as applicable. No votes of holders of the ownership interests (or any class or series thereof) in NSGP or NSLP is necessary to approve and authorize this Agreement, the Ancillary Agreements to which NSGP or NSLP is a party or the Transactions (to the extent applicable to NSGP or NSLP), other than any such votes, authorizations or approvals that have been obtained and are in effect. Each of NSGP and NSLP has duly executed and delivered each Ancillary Agreement to which it is a party and which is to be limited by bankruptcyexecuted and delivered at the Initial Closing. This Agreement (in the case of NSLP) constitutes and each Ancillary Agreement when it is executed and delivered as provided herein will constitute, insolvencyNSLP’s and/or NSGP’s legal, reorganizationvalid and binding obligation, fraudulent transferas applicable, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equityenforceable against such party in accordance with its terms.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to the Statutory Merger Agreementreceipt of the Stockholder Approval, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the Statutory Merger Agreementconsummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Subeach of the other parties hereto, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to (i) applicable bankruptcy, insolvencyinsolvency or other similar Laws, reorganizationnow or hereafter in effect, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and (ii) rules of law governing specific performance and injunctive or other forms of equitable relief. (b) The Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, duly and unanimously adopted resolutions, which as of the date of this Agreement have not been rescinded, modified or withdrawn, (i) approving this Agreement, the Merger and the other transactions contemplated by general principles this Agreement, (ii) determining that the terms of equitythe Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the stockholders of the Company, (iii) directing that this Agreement be submitted to a vote at a meeting of the Company’s stockholders, (iv) recommending that the Company’s stockholders adopt this Agreement and (v) declaring that this Agreement is advisable. To the Company’s knowledge, no state takeover statute or similar statute or regulation, other than Section 203 of the DGCL, applies or purports to apply to the Company with respect to this Agreement, the Merger or any other transaction contemplated by this Agreement. (c) The only vote of holders of any class or series of Company Capital Stock necessary to adopt this Agreement and approve the transactions contemplated hereby is the adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Stockholder Approval”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Statutory Merger Agreementis consummated in accordance with Section 251(h) of the DGCL, to perform its obligations hereunder and thereunder, and to consummate the Merger Transactions. The execution and delivery by the other transactions contemplated by Company of this Agreement and, assuming the representations and the Statutory Merger Agreement, subject, warranties set forth in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining Section 4.8 are true and correct and that the Merger Consideration constitutes fair value for each Common Share is consummated in accordance with Section 251(h) of the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger AgreementDGCL, the Merger and consummation by the other transactions contemplated hereby and thereby are fair and in the best interests Company of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a Transactions have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Company. The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally and remedies, or by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Board of Directors of the Company (the “Company Board”), at a meeting duly called and held prior to the execution of this Agreement and at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the Offer, the Merger and the other Transactions, taken together, are fair to and in the best interests of the Company’s stockholders, (ii) approving and deeming advisable this Agreement, the execution, delivery and performance of this Agreement, the Offer, the Merger and the other Transactions, and declaring this Agreement advisable, (iii) resolving that this Agreement and the Merger shall be governed by Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Acceptance Time and (iv) recommending that the holders of Company Stock accept the Offer and tender their shares of Company Stock pursuant to the Offer (the recommendation set forth in this Section 3.4(b), being the “Company Board Recommendation”), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn. Assuming the representations and warranties set forth in Section 4.8 are true and correct, the resolutions referred to in the preceding sentence are sufficient to render inapplicable to Parent and Merger Sub and this Agreement, the Offer, the Merger or any other Transaction the provisions of Section 203 of the DGCL to the extent, if any, Section 203 of the DGCL otherwise would be applicable to this Agreement, the Offer, the Merger or any other Transaction and, to the knowledge of the Company, no other state takeover statute or similar statute or regulation applies to the Company with respect to the execution, delivery, performance or consummation of this Agreement, the Offer, the Merger or any of the other Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) Chart has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the First Merger and the other transactions contemplated by this Agreement and the Statutory Merger AgreementTransactions, subject, in the case of the First Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Chart Stockholder Approval”). The Chart Board of Directors of the Company (the “Company Board”) has unanimously adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, resolutions (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger Mergers and the other transactions contemplated hereby and thereby Transactions are advisable, fair to, and in the best interests of the Company of, Chart and its shareholders; stockholders, (ii) adopting this Agreement and approving the First Merger and (iii) approving and declaring advisable the execution, delivery and performance of recommending that Chart’s stockholders approve this Agreement and the Statutory First Merger Agreement (the “Chart Recommendation”) and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending directing that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory First Merger Agreement be submitted to Chart’s stockholders for adoption and the transactions contemplated hereby and thereby, including the Merger, approval at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Chart Stockholders Meeting”). Except for any Adverse Recommendation Change made after As of the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder approval of this Agreement and the First Merger by the affirmative vote of the holders of a majority of the shares of Chart Common Stock (the “Chart Stockholder Approval”), no other corporate proceedings (other than obtaining the approvals and making the filings contemplated by Section 5.05(b)(iii)) on the part of the Company or its Affiliates Chart are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and Mergers or the other transactions contemplated by this Transactions. This Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has been duly executed and delivered this Agreement, by Chart and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Flowserve Parties, this Agreement constitutes its legal, a valid and binding obligationagreement of Chart, enforceable against it in accordance with its terms exceptterms, in each casecase subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of the representations made in Section 4.04, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equitythe Chart Board has taken all necessary actions so that no Takeover Statute is applicable to the Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of Company Stockholder Approval, to consummate the votes cast Transactions. The execution and delivery by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the performance and compliance by the Company Shareholder with each of its obligations herein, and the consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject to receipt of the Company Stockholder Approval, and no other corporate proceedings on the part of the Company or its Affiliates and no other stockholder votes are necessary to authorize or adopt this Agreement and or the Statutory Merger Agreement or to consummate consummation by the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing Company of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Transactions. The Company has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent P▇▇▇▇▇ and Merger SubSub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting the enforcement of creditors’ rights generally or by and general equitable principles. (b) The Company Board, at a meeting duly called and held, adopted resolutions (i) determining that the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for its adoption, and (iv) recommending that the Company’s stockholders adopt this Agreement (the “Company Board Recommendation”). (c) Subject to the accuracy of Section 4.7, the Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar Law are not applicable to this Agreement and the Transactions, including the Merger. Accordingly, neither Section 203 nor any other takeover, anti-takeover, “business combination,” “fair price,” “moratorium,” “control share acquisition,” or similar Law or any anti-takeover provision in the Company’s certificate of incorporation or bylaws applies to this Agreement, the Merger or the other Transactions. There is no rights agreement, stockholder rights plan, tax preservation plan, net operating loss preservation plan or “poison pill” anti-takeover plan in effect to which the Company or any of its Subsidiaries is subject, party to or otherwise bound. (d) The only vote of holders of any class or series of Shares or other Equity Interests of the Company necessary to adopt and approve this Agreement is the adoption of this Agreement by general principles the holders of equitya majority of the voting power represented by the Shares that are outstanding and entitled to vote thereon at the Company Meeting (the “Company Stockholder Approval”). No other vote of the holders of Shares or any other Equity Interests of the Company is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) Parent has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger Transactions. The execution and the other transactions contemplated delivery and performance by Parent of this Agreement and the Statutory Merger Agreementconsummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of Parent, subject, in the case of the MergerShare Capital Increase and the Share Issuance, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Parent Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement Commercial Register Entry and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Section 6.14. The Company Parent has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its the legal, valid and binding obligationobligation of Parent, enforceable against it in accordance with its terms exceptterms. (b) Each of the Parent Supervisory Board and the Parent Executive Board, at a meeting duly called and held, duly adopted resolutions approving this Agreement, the Merger and the other Transactions. (c) The Share Capital Increase requires that (i) the shareholders of Parent shall have approved the amendment to the Parent Charter authorizing the Parent Executive Board to increase the stated share capital (Grundkapital) of Parent against contribution-in-kind, and to exclude the statutory pre-emptive rights of the shareholders of Parent in each caseconnection therewith, as enforcement may be limited by bankruptcyissuing new Parent Ordinary Shares for the purpose of acquiring companies in exchange for such newly issued Parent Ordinary Shares (Schaffung Genehmigten Kapitals, insolvency"Authorized Share Capital") (such amendment, reorganizationthe "Charter Amendment"), fraudulent transfer(ii) the Charter Amendment shall have been registered with the Commercial Register (such registration, moratorium the "Commercial Register Entry"), (iii) the Parent Executive Board shall have resolved with the approval of the Parent Supervisory Board to issue new Parent Ordinary Shares using authorized share capital for the benefit of former holders of shares of Company Common Stock by contribution-in-kind and (iv) the implementation of the Share Capital Increase shall have been registered with the Commercial Register. (d) The only vote of any class or similar Laws affecting creditors’ rights generally series of Parent Ordinary Shares necessary for the consummation of the Transactions is the approval of the Charter Amendment by the holders of more than 75% of the Parent Ordinary Shares present and by general principles voting (the "Parent Shareholder Approval"). The affirmative vote of equitythe holders of Parent Ordinary Shares, or any of them, is not necessary to consummate any Transaction other than the Charter Amendment.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power execution and authority to execute delivery by ▇▇▇▇▇▇ and deliver Merger Sub of this Agreement and (including, for the Statutory Merger Agreementavoidance of doubt, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors Section 6.17 of the Company (Disclosure Letter) and the “Company Board”) has adopted resolutions, consummation by vote ▇▇▇▇▇▇ and Merger Sub of the directors present at a meeting duly called at which a quorum Transactions (including, for the avoidance of directors doubt, the separation of the Company was presentSpinCo Business, (iSpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement Parent, and the Statutory Merger Agreement or to consummate the Sub. Each of Parent and Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws affecting creditors’ rights generally of JHQHUDO DSSOLFDELOLW\ UHODWLQJ WR RU DIIHFWLQJ of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and by general principles held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of equitydoubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery DQG SHUIRUPDQFH RI 3DUHQW¶V REOLJDWLRQV WKHUHXQ (c) The Merger Sub Board (i) determined that this Agreement and the 7UDQVDFWLRQV DUH IDLU WR DQG LQ WKH EHVW LQWH and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder Company has all requisite corporate power and thereunder, and authority to consummate the Merger Exchange and the other transactions contemplated by this Agreement, including the Debt Tender Offers (as defined in Section 6.11) and the Financing (as defined in Section 6.12) (collectively, the “Transactions”) to which it is a party. The execution and delivery by the Company of this Agreement and the Statutory Merger Agreementconsummation by the Company of the Transactions to which it is a party have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the MergerExchange, to the receipt of approval of this Agreement by the affirmative votes holders of a majority of the votes cast by holders outstanding shares of outstanding Company Common Shares at the Company Shareholders Meeting Stock entitled to vote (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, except as enforcement such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws laws relating to or affecting generally the enforcement of creditors’ rights generally and by general principles (ii) the availability of equityequitable remedies (whether in a proceeding in equity or at law). (b) The Company Board, at a meeting duly called and held, duly adopted resolutions: (i) approving this Agreement, the Exchange and the other Transactions, (ii) determining that the terms of the Exchange and the other Transactions are fair to and in the best interests of the Company and its shareholders, (iii) recommending that the holders of the Company Common Stock approve this Agreement and the Exchange, and (iv) determining that the Preferred Stock Exchange Price is not less than the fair value of the shares of the Series B Preferred Stock on the date of this Agreement. (c) The only vote of holders of any class or series of Company Capital Stock necessary to approve this Agreement and the Exchange is the Company Shareholder Approval. The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to consummate any Transaction other than the Exchange.

Authority; Execution and Delivery; Enforceability. The Company (a) Parent has all requisite corporate power and authority to execute and deliver this each Transaction Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, which it is a party and to consummate the Merger Transaction and Parent has full corporate power and corporate authority to (i) prepare and file the Proxy Statement with the SEC relating to the Parent Stockholder Approval and (ii) distribute the Proxy Statement. The execution and delivery by Parent of each Transaction Agreement to which it is a party and the other transactions contemplated consummation by this Agreement and the Statutory Merger Agreement, subject, in the case it of the MergerTransaction have been duly authorized by all necessary corporate action on the part of Parent, subject to the receipt of the affirmative votes Parent Stockholder Approval and, except as otherwise set forth herein, no other action on the part of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable Parent is necessary to authorize the execution, delivery and or performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approvalother Transaction Agreements, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement Transaction. (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company b) Parent has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming the due authorization, execution and delivery by Parent each Transaction Agreement to which it is a party (when executed and Merger Sub, this Agreement constitutes delivered pursuant hereto) will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, except that (i) the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency or other similar Laws now or hereinafter in each caseeffect affecting creditors’ rights generally, as enforcement (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 therefore may be brought, and (iii) with respect to any indemnification agreements set forth herein or therein, enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equitypublic policy. (c) The only vote of holders of any class or series of Parent Capital Stock necessary to approve this Agreement, the Transaction, the Amended Parent Charter and the Stock Option Plan is (i) the affirmative vote of the holders of a majority of the Shares of Parent Common Stock (a majority of the shares of Parent Common Stock represented in person or by proxy and entitled to vote at the Special Meeting, for the Stock Option Plan), and (ii) the holders of less than 20% of the Parent Common Stock shall have exercised their conversion rights with respect to their shares of Parent Common Stock (collectively, the “Parent Stockholder Approval”).

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder covenants and thereunder, and to consummate the Merger and the other transactions contemplated by agreements under this Agreement and the Statutory Merger Agreementand, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of Company Stockholder Approval, to consummate the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Merger. The Company Board of Directors of the Company (the “Company Board”) has unanimously adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company Board was present, (ipresent,(a) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and it is in the best interests of the Company and its shareholders; the Company Stockholders for the Company to enter into this Agreement, (iiib) approving and declaring advisable this Agreement and the execution, delivery and performance by the Company of this Agreement and the Statutory consummation of the Merger Agreement and the other transactions contemplated hereby and therebyby this Agreement, including (c) directing that this Agreement be submitted to the Merger; Company Stockholders for their adoption and (ivd) subject resolving to Section 5.04, convening a recommend adoption of this Agreement by the Company Stockholders at any meeting of the shareholders Company Stockholders held for such purpose and recommending any adjournment or postponement thereof (such recommendation, the “Company Board Recommendation”) and directing that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and be submitted to the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, Company Stockholders for adoption at a duly held meeting of such shareholders the Company Stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. Except for (i) the adoption of this Agreement by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholder Stockholders Meeting (the “Company Stockholder Approval”) and (ii) the filing of the Proxy Statement in preliminary and definitive forms, any other Filing with the SEC in respect of the Merger required under applicable Law, including the Exchange Act or the Securities Act and the Certificate of Merger, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Merger. The Company has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its the Company’s legal, valid and binding obligation, enforceable against it the Company in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and by general equitable principles of equity(whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company Partnership has all requisite corporate partnership power and authority to execute execute, deliver and deliver perform this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting hereby (the “Company Shareholder Approval”"Transactions"). . (b) The Board of Directors of execution, delivery and performance by the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Partnership of this Agreement and the Statutory Merger Agreement, consummation by the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests Partnership of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a Transactions have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings all necessary partnership action on the part of the Company or its Affiliates are necessary Partnership, subject to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement receipt of Unitholder Approval. (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). c) The Company Partnership has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it the Partnership in accordance with its terms exceptterms, in each case, as enforcement except that enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ the enforcement of creditor's rights generally and by the application of general principles of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity). (d) The affirmative vote of the holders of a majority of the outstanding Units ("Unitholder Approval") is the only vote of any class or series of the Partnership's limited partner interests required to approve the Merger and adopt this Agreement. (i) The Audit Committee of the Board of Directors of the General Partner has approved the payment of the "Purchase Price" provided for in the Purchase Agreement and the Merger Price, and (ii) the Board of Directors of the General Partner has duly adopted resolutions (A) approving this Agreement, the Merger, and the Other Transactions (including the payment to certain of the HWG Parties of the consideration to be paid to such parties pursuant to the Purchase Agreement) in accordance with the applicable provisions of the DRULPA and the Partnership Agreement, (B) determining that the terms of the Merger and the Other Transactions are fair to and in the best interests of the Partnership and its unitholders, other than the General Partner and its affiliates, and (C) recommending that the holders of Units approve and adopt this Agreement and the Merger and the transfer of the general partner interest in the Partnership pursuant to the Purchase Agreement.

Authority; Execution and Delivery; Enforceability. The Company has Seller and its Subsidiaries had or have (as applicable) all requisite corporate power and authority and full legal capacity to execute and deliver this Agreement and the Statutory Merger AgreementAncillary Agreements to which it is, or is specified to be, a party, to fully perform its obligations hereunder and thereunder, or thereunder and to consummate the Merger Acquisition, and the other transactions contemplated by this Agreement hereby and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)thereby. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, execution and delivery by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Seller and its Subsidiaries of this Agreement and the Statutory Merger AgreementAncillary Agreements to which it is, or is specified to be, a party and the Merger consummation by Seller and the Subsidiary Transferors of the Acquisition and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings all necessary action on the part of Seller and the Company Subsidiary Transferors, and no other action on the part of Seller or its Affiliates are the Subsidiary Transferors is necessary to authorize or adopt this Agreement and or the Statutory Merger Agreement Ancillary Agreements or to consummate the Merger and consummation of the Acquisition or the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)hereby or thereby. The Company Seller has duly executed and delivered this AgreementAgreement and, at or prior to the Closing, Seller and its Subsidiaries will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and, assuming the due authorization, execution and delivery by Parent and Merger SubPurchaser, this Agreement constitutes Seller’s, and each Ancillary Agreement to which Seller or its Subsidiary is, or is specified to be, a party will, after execution and delivery by Seller or its Subsidiary (as the case may be), constitute Seller’s and such Subsidiary’s legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws affecting creditors’ rights generally and by subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law. All information submitted by Seller or Purchaser under applicable Review Laws, including any information provided to Purchaser or Seller (as applicable) in connection with filings under Review Laws, and the information submitted to the Monitoring Trustee and European Commission has been and will be true, correct and complete in all material respects.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder ApprovalTransactions”). The Board , subject to approval of Directors the stockholders of the Company (and the “Company Board”) has adopted resolutions, by vote filing of the directors present at a meeting duly called at which a quorum Certificate of directors Merger pursuant to Section 1.03. The delivery of the Stockholder Written Consent constitutes the Stockholder Approval. The execution and delivery by the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, consummation by the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests Company of the Company Transactions has been duly and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted validly authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary Company, subject to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing receipt of approval of the Merger Application with stockholders of the Registrar pursuant to the Bermuda Companies Act)Company. The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, duly adopted resolutions unanimously (i)(A) determining that the Merger and the other Transactions, on the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, the Company and its stockholders, (B) approving and declaring advisable this Agreement, the Merger and the other Transactions, on the terms and subject to the conditions set forth herein, and (C) recommending that the holders of Company Common Stock vote (including by general principles written consent) in favor of equityadopting this Agreement (the recommendation in this clause (C), the “Company Board Recommendation”) and (ii) directing that this Agreement be submitted to the holders of Company Common Stock for their adoption.

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subjectsubject only, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement by the Company and the Statutory Merger Agreement and consummation by the Company of the transactions contemplated hereby and thereby, including by this Agreement have been duly authorized by all necessary corporate action on the Merger; and (iv) subject to Section 5.04, convening a meeting part of the shareholders Company and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and hereby, subject only, in the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing case of the Merger Application with the Registrar pursuant Merger, to the Bermuda Companies Act)receipt of the Stockholder Approval. The Company This Agreement has been duly executed and delivered this Agreement, by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Subeach of the other parties hereto, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to bankruptcy, insolvency, reorganizationmoratorium, fraudulent transfer, moratorium reorganization or similar Laws laws affecting creditors’ the rights of creditors generally and the availability of equitable remedies. The Board of Directors, at a meeting duly called and held at which all directors of the Company were present (and based upon the recommendation of a special committee of the Board of Directors (the “Special Committee”) made pursuant to a meeting of the Special Committee duly called and held at which all directors of the Special Committee were present), duly adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by general principles this Agreement, (ii) declaring that it is in the best interests of equitythe stockholders of the Company that the Company enter into this Agreement and consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the terms of the Merger are fair to the Company and the stockholders of the Company, (iv) approving the submission of this Agreement for adoption by the Merger Consent and (v) recommending that the stockholders of the Company adopt this Agreement, which resolutions, except to the extent permitted by Section 6.03, have not been subsequently rescinded, modified or withdrawn in any way.

Authority; Execution and Delivery; Enforceability. The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunderunder this Agreement, and to consummate the Merger and the other transactions contemplated by this Agreement and Agreement. As of the Statutory Merger date of this Agreement, subject, in (a) the case of Parent Board has approved the Merger, to the receipt of the affirmative votes of a majority of the votes cast execution and delivery by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Parent of this Agreement and the Statutory performance by Parent of its covenants and agreements contained herein and the consummation of the Merger upon the terms and subject to the conditions contained herein, and (b) the Merger Sub Board has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger and the other transactions contemplated hereby and thereby Merger, are advisable, fair to and in the best interests of the Company Merger Sub and its shareholders; sole stockholder and (iiiii) approving approved and declaring declared advisable the execution, execution and delivery and performance of this Agreement and the Statutory Merger Agreement and consummation of the transactions contemplated hereby and therebyhereby, including the Merger; Merger on the terms and subject to the conditions set forth herein, in each case of clauses (a) and (ivb) subject to Section 5.04above, convening a meeting at meetings duly called and held (or by unanimous written consent). As of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for Other than the Company Shareholder Approvaladoption of this Agreement by Parent, as sole stockholder of Merger Sub, no other corporate proceedings (including, for the avoidance of doubt, any stockholder approval) on the part of the Company Parent, Merger Sub or its any of their respective Affiliates are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Agreement. Each of Parent and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equityequity (the “Bankruptcy and Equity Exception”).

Authority; Execution and Delivery; Enforceability. The Company has (a) Each of Trident, Parent, Trident Merger Sub and ▇▇▇ ▇▇▇▇▇▇ Sub have all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its their obligations hereunder and thereunder, and to consummate the Merger Mergers and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, subject to the receipt of the affirmative votes of Trident Stockholder Approval. The Trident Board at a majority meeting duly called and held in compliance with the requirements of the votes cast by holders DGCL and the Trident Certificate of outstanding Common Shares at Incorporation and the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board bylaws of Directors of the Company (the “Company Board”) Trident, has adopted resolutions, by unanimous vote of the all directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger consummation of the Mergers upon the terms and subject to the conditions contained herein; (ii) determining that this Agreement and the transactions contemplated hereby and therebyhereby, including the Merger; Mergers and (iv) subject to Section 5.04, convening a meeting the issuance of the shareholders Stock Consideration, are advisable, fair to and in the best interests of Trident and its stockholders; (iii) recommending that the CompanyTrident’s shareholders stockholders vote in favor of the adoption and approval of this Agreement and directing that such adoption be submitted to Trident’s stockholders at the Statutory Merger Agreement Trident Stockholders’ Meeting; and (iv) approving the transactions contemplated hereby and thereby, including filing of the Merger, at a duly held meeting Form S-4. As of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Trident Stockholder Approval, no other corporate proceedings on the part of the Company or its Affiliates Trident are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger Mergers and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to DGCL and the Bermuda Israeli Companies ActLaw). The Company has Each of Trident, Parent, Trident Merger Sub and ▇▇▇ ▇▇▇▇▇▇ Sub have duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubSun, this Agreement constitutes its their legal, valid and binding obligation, enforceable against it them in accordance with its terms exceptterms. (b) The affirmative vote of the holders of a majority of the outstanding shares of Trident Common Stock as of the record date for the Trident Stockholders’ Meeting approving the adoption of this Agreement, in each casethe Mergers, as enforcement may be limited by bankruptcythe issuance of the shares of Parent Common Stock issuable upon the consummation of the Mergers and the consummation of the other transactions contemplated hereby (the “Trident Stockholder Approval”), insolvencyis the only vote of the holders of any class or series of Trident’s Capital Stock necessary to approve and adopt this Agreement, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally the Mergers and by general principles the consummation of equitythe other transactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. The Company (a) Monroe has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger Transactions. The execution and the other transactions contemplated delivery by Monroe of this Agreement and the Statutory Merger Agreementconsummation by Monroe of the Transactions have been duly authorized by all necessary corporate action on the part of Monroe, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Monroe Stockholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Monroe has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to bankruptcy, insolvency, reorganization, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or similar Laws affecting creditors’ rights generally and to general equity principles (the “Bankruptcy and Equity Exception”). (b) At a meeting duly called and held, the board of directors of Monroe (the “Monroe Board”) present at such meeting duly and unanimously adopted resolutions (i) approving the Merger Agreement and the Transactions, (ii) determining that the terms of the Merger are fair to and in the best interests of Monroe and its stockholders, (iii) recommending that Monroe’s stockholders adopt this Agreement and approving the inclusion of this recommendation in the Proxy Statement, and (iv) approving and declaring that this Agreement is advisable. Such resolutions are sufficient to render inapplicable to the Transaction Agreements and the Transactions the restrictions contained in Section 203 of the DGCL. To Monroe’s knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to Monroe with respect to the Transaction Agreements or the Transactions. (c) The only vote of holders of any class or series of Monroe Capital Stock necessary to approve and adopt this Agreement and the Merger is (i) the adoption of this Agreement by general principles the holders of equitya majority of the outstanding Monroe Common Stock, voting together as a single class, and (ii) the adoption of this Agreement by the holders of a majority of the outstanding Monroe Series A Preferred Securities, voting as a separate class (collectively, the “Monroe Stockholder Approval”). Other than the Monroe Stockholder Approval, the only other vote or consent of holders of any equity securities of Monroe which may be necessary to approve and adopt this Agreement and the Merger or to consummate the transactions contemplated hereby is the written consent of Yardley which may be required pursuant to the Securities Purchase Agreement, dated as of October 15, 2009, by and among Monroe, Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance (Parallel) Fund II, L.P., (collectively, “Yardley”).