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, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). 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 as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants, obligations hereunder and agreements under this Agreement and, subject to obtaining the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved adopted each of the executionBoard Actions, delivery and performance including the Company Board Recommendation, at a meeting duly called at which all of the members of the Company Board were present; provided that any Company Adverse Recommendation Change made in accordance with this Agreement shall not be a breach of the representation in this Section 3.04. Such resolutions have not been amended or withdrawn as of the date of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the receipt of the Company Stockholder Approval, 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, the Certificate of Merger and any other documents as required by the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize authorize, adopt or adopt approve this Agreement or to consummate the Merger and or the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL)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 the Company’s legal, valid and binding obligation, enforceable against it the Company in accordance with its terms except as enforcement may be limited by terms, subject in all respects to the effects of bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar laws affecting creditors’ rights generally and by general principles of equity applicable Law governing specific performance, injunctive relief and other equitable remedies (regardless of whether enforceability is 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 power and authority to execute and deliver this Agreement. Subject to the approval and adoption of this Agreement and the Merger by the affirmative vote, at a special meeting of the Company’s shareholders duly called for the purpose in accordance with the CRS (the “Special Meeting of Shareholders”), of (i) a majority of the votes entitled to perform its obligations hereunder be cast thereon in accordance with 7-111-103(5) of the CRS (the “Company Requisite Vote”) and (ii) a majority of the votes actually cast at the Special Meeting of Shareholders (the “Special Requisite Vote”), the Company has all requisite corporate power and authority to consummate the Merger and the other transactions contemplated hereby; provided that, for purposes of this Section 3.03(a), any abstaining votes, broker non-votes and votes cast by the Executive Group with regard to Shares held by the Executive Group shall not be taken into account for any purpose with regard to the Special Requisite Vote (e.g. in calculating votes cast in favor or total votes cast). The execution and delivery by the Company of this AgreementAgreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only, in the case of the Merger, consummation by the Company of the transactions contemplated hereby to the adoption of this Agreement at Special Requisite Vote and the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL)Requisite Vote. The Company has duly executed and delivered this Agreement andAgreement, 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 as enforcement may be limited by terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, fraudulent transfer, reorganization or other similar laws Law affecting the enforceability of creditors’ rights generally and by to the effect of general principles of equity which may limit the availability of remedies (regardless of whether enforceability is considered in a proceeding at Law or in equity equity). The Company Requisite Vote and the Special Requisite Vote are the only votes of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger. No other vote or consent of the shareholders of the Company is required by Law, the articles of incorporation or bylaws of the Company or otherwise in order for the Company to adopt this Agreement or to approve the transactions contemplated hereby, including the Merger. (b) The Board of Directors, at lawa meeting duly called and held, acting on the recommendation of the Special Committee, duly adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the transactions contemplated hereby, (ii) determining that the terms of this Agreement and the Merger are fair to and in the best interests of the Company and the Public Shareholders, and (iii) recommending that the Company’s shareholders approve and adopt this Agreement and the Merger at the Special Meeting (the “Company Recommendation”). No state takeover statute or similar statute or regulation applies to restrict or prevent the Company’s ability to consummate the Merger in accordance with this Agreement or any of the other transactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations hereunder under this Agreement and to consummate the Merger Transactions. The execution and the other transactions contemplated delivery by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair tothe performance and compliance by the Company with each of its obligations herein, and in the best interests of, consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize or adopt this Agreement or to consummate the Merger and consummation by the other transactions contemplated by this Agreement (except for the filing Company of the appropriate merger documents as required by the DGCL)Transactions. The Company has duly and validly executed and delivered this 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 terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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 has, insolvencyat a meeting duly called and held, reorganization adopted resolutions (i) determining that the Transactions, including the Offer and 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 Offer and the Merger, (iii) determining that the Merger shall be effected as soon as practicable following the Acceptance Time without a vote of the Company’s stockholders pursuant to Section 251(h) of the DGCL and (iv) recommending that the Company’s stockholders accept the Offer and tender their Shares and Preferred Shares, as applicable, to Merger Sub in response to the Offer (the “Company Board Recommendation”). (c) Subject to the accuracy of Section 4.7, the Company Board has taken all actions and votes as are necessary, 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 contemplated hereby, including the Offer, the Merger or the other Transactions. 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 would be, in the absence of Section 251(h) of the DGCL, the adoption of this Agreement by the holders of a majority of the voting power represented by the Shares and by general principles the Preferred Shares (voting on an as-converted basis in accordance with the Certificate of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)Designations) that are outstanding and entitled to vote thereon.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby, subject onlysubject, in the case of the Merger, to the receipt of the Company Stockholder Approval. The Company Board, by a vote at a meeting duly called at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement and the Voting Agreement, (ii) determining that entering into this Agreement is in the best interests of the Company and its stockholders, (iii) declaring this Agreement advisable and (iv) recommending that the Company’s stockholders adopt this Agreement and directing that this Agreement be submitted to the Company’s stockholders at a duly held meeting of such stockholders for such purpose (the “Company Stockholders Meeting”), and such resolutions have not been amended or withdrawn as of the date of this Agreement. Except for the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at the Company Stockholders Meeting (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize authorize, adopt or adopt approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement hereby (except for the filing of the appropriate merger documents as required by Certificate of Merger with the Secretary of State pursuant to the DGCL). The Company has duly executed and delivered this 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 except terms, subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in the last sentence of Section 3.04(b), (i) the Company Board has adopted such resolutions as enforcement may be limited by bankruptcyare necessary to render inapplicable to this Agreement, insolvencythe Merger and the other transactions contemplated hereby the restrictions on “business combinations” (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL and (ii) no other “interested stockholder” “fair price”, reorganization “moratorium”, “control share acquisition” or other similar antitakeover statute or similar laws affecting creditors’ statute or regulation, or similar provision or term of the Company Charter or the Company Bylaws, applies with respect to the Company with respect to this Agreement, the Merger or any of the other transactions contemplated hereby. Neither the Company nor any of its controlled Affiliates owns any Parent Common Shares. (c) Neither the Company nor any Company Subsidiary has in effect a “poison pill”, stockholder rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity plan or at law)other similar plan or agreement.

Authority; Execution and Delivery; Enforceability. The Company (a) Veeco has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder and under this Agreement and, subject to the receipt of the Veeco Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)Transactions. The Company Board has unanimously (i) approved the execution, execution and delivery and performance by Veeco of this Agreement, (ii) determined that entering into this Agreement is fair to, the performance and in the best interests of, the Company and compliance by Veeco with each of its stockholders, (iii) declared this Agreement obligations herein and the Merger advisable and (iv) consummation by Veeco of the Transactions have been duly authorized by all necessary corporate action on the part of Veeco, subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting receipt of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Veeco Stockholder Approval, and no other corporate proceedings on the part of the Company Veeco and no other stockholder votes are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement (except for the filing Veeco of the appropriate merger documents as required by the DGCL)Transactions. The Company Veeco has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent Axcelis and Merger SubSub of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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 Veeco Board, insolvencyat a meeting duly called and held, reorganization unanimously (except for one (1) director recusing himself) 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, (ii) determining that the terms of this Agreement, the Merger and the other Transactions are fair to, and in the best interests of, Veeco and its stockholders, (iii) directing that this Agreement be submitted to the stockholders of Veeco for approval and adoption, (iv) recommending that its stockholders adopt this Agreement and (v) declaring that this Agreement is advisable (the “Veeco Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 4.21, to the Knowledge of Veeco, 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 Veeco necessary to approve the Transactions is the adoption of this Agreement by the holders of a majority of the shares of Veeco Common Stock outstanding and by general principles entitled to vote thereon at the Veeco Stockholders Meeting (the “Veeco Stockholder Approval”). No other vote of equity (regardless the holders of whether enforceability Veeco Common Stock or any other Equity Interests of Veeco is considered in a proceeding in equity or at law)necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) Axcelis has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform its and comply with their obligations hereunder and to consummate the Merger and the other transactions contemplated by under this AgreementAgreement and, subject only, in to the case receipt of the Merger, Axcelis Stockholder Approval and to the adoption of this Agreement at by Axcelis as the Company Stockholders Meeting by sole stockholder of Merger Sub, to consummate the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled Transactions applicable to vote on such matter (the “Company Stockholder Approval”)party. The Company Board has unanimously (i) approved the execution, execution and delivery and performance by Axcelis of this Agreement, (ii) determined that entering into this Agreement is fair to, the performance and in the best interests of, the Company and compliance by Axcelis with each of its stockholders, (iii) declared this Agreement obligations herein and the Merger advisable and (iv) consummation by Axcelis of the Transactions have been duly authorized by all necessary corporate action on the part of Axcelis, subject to Section 5.02, resolved the receipt of the Axcelis Stockholder Approval and to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting by Axcelis as the sole stockholder of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder ApprovalMerger Sub, and no other corporate proceedings on the part of the Company Axcelis and no other stockholder votes are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement (except for the filing A▇▇▇▇▇▇ of the appropriate merger documents as required by the DGCL)Transactions to which it is a party. The Company Axcelis has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubVeeco of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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 Axcelis Board, insolvencyat a meeting duly called and held, reorganization unanimously (except for one (1) director recusing himself) 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, (ii) determining that the terms of this Agreement, including the Axcelis Share Issuance, the Merger and the other Transactions, are fair to, and in the best interests of, Axcelis and its stockholders, (iii) directing that Axcelis Share Issuance be submitted to the stockholders of Axcelis for approval and adoption, (iv) recommending that its stockholders vote in favor of the approval of the Axcelis Share Issuance and (v) declaring that this Agreement is advisable (the “Axcelis Recommendation”). (c) Assuming the accuracy of the representations and warranties in Section 3.21, to the Knowledge of Axcelis, 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 Axcelis necessary to approve the Transactions is the approval of the Axcelis Share Issuance by the holders of a majority of the shares of Axcelis Common Stock outstanding and by general principles entitled to vote thereon at the Axcelis Stockholders Meeting (the “Axcelis Stockholder Approval”). No other vote of equity (regardless the holders of whether enforceability Axcelis Common Stock or any other Equity Interests of Axcelis is considered in a proceeding in equity or at law)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, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject onlysubject, in the case of the Merger, to the adoption receipt of this Agreement at the Company Stockholders Meeting by the affirmative vote Stockholder Approval. The Board of holders of a majority Directors of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder ApprovalBoard”). The ) has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of the Company Board has unanimously was present, (i) approved approving the execution, delivery and performance of this AgreementAgreement and the transactions contemplated hereby, including the Merger, (ii) determined determining that entering into this Agreement is fair to, and in the best interests of, of the Company and its stockholders, (iii) declared declaring this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend recommending that the Company’s stockholders adopt this Agreement (the “Company Recommendation”) and directing that this Agreement be submitted to the Company’s stockholders for adoption at a duly held meeting of such stockholders for such purpose (the “Company Stockholders Meeting”). The Company Board has unanimously directed that As of the Company submit date of this Agreement, such resolutions have not been amended or withdrawn. Except for the adoption of this Agreement to a vote at a meeting of by the stockholders of the Company in accordance with the terms of this Agreement Company’s Charter and the DGCL (the “Company Stockholders MeetingStockholder Approval”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize authorize, adopt or adopt this Agreement approve, as applicable, the Transaction Agreements or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (except for the filing of the appropriate merger documents as required by the DGCLDGCL and NCBCA). 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 terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws Laws affecting creditors’ rights generally and by general principles of equity equity. (regardless i) The Company Board has adopted such resolutions as are necessary to render inapplicable to the Transaction Agreements and the Transactions the restrictions on “business combinations” (as defined in Section 203 of whether enforceability is considered the DGCL) as set forth in a proceeding in equity Section 203 of the DGCL and (ii) no other “fair price”, “moratorium”, “control share acquisition” or at law)other similar antitakeover statute or similar statute or regulation applies to the Company with respect to the Transaction Agreements or the Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) Monsoon has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations hereunder thereunder and to consummate the Merger Transactions. The execution and delivery by Monsoon of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement, subject only, in the case Monsoon of the MergerTransactions have been duly authorized by all necessary corporate action on the part of Monsoon, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority and except for such further action of the outstanding shares of Company Common Stock entitled Monsoon Board required to vote on such matter (establish the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery Record Date and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that obtaining the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Monsoon Shareholder Approval, no other corporate proceedings on the part of the Company Monsoon are necessary to authorize the Transaction Documents or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the appropriate merger documents as required by the DGCL)Transactions. The Company Monsoon has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and or by general principles governing the availability of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawequitable remedies). (b) The Monsoon Board, at a meeting duly called and held, has adopted resolutions (i) approving this Agreement and the other Transaction Documents to which Monsoon is or is contemplated to be a party and the consummation of the Acquisition, the Share Issuance and the other Transactions, (ii) determining that the terms of this Agreement and the Transactions are fair to, and are in the best interests of, Monsoon and its shareholders, (iii) declaring that this Agreement is advisable, (iv) directing that this Agreement be submitted to the shareholders of Monsoon for adoption and approval and (v) recommending that the shareholders of Monsoon adopt and approve this Agreement and the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The only vote or consent of holders of any class or series of Capital Stock of Monsoon necessary to approve this Agreement and the consummation of the Acquisition, the Share Issuance and the other Transactions is the affirmative vote of a majority of the voting power of the Monsoon Ordinary Shares present in person or represented by proxy and voting on the issue at the Monsoon Shareholders’ Meeting (collectively, the “Monsoon Shareholder Approval”). (d) Monsoon is not a party to any shareholder rights agreement, “poison pill” or similar anti-takeover agreement or plan. No “fair price”, “moratorium”, “control share acquisition”, “business combination”, “stockholder protection” or other similar antitakeover Law applicable with respect to Monsoon applies to this Agreement or the Transactions. (e) The Monsoon Board (or, if appropriate, any committee administering the Monsoon Stock Plans) has adopted such resolutions or taken such other actions as may be required to ensure that no Monsoon equity awards will become vested or exercisable in connection with the Transactions.

Authority; Execution and Delivery; Enforceability. The (a) Each Company Entity has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, upon receipt of the Required Company Shareholder Approvals, to consummate the Reincorporation Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)Share Exchange. The execution and delivery by each Company Board has unanimously (i) approved the execution, delivery and performance Entity of this Agreement, (ii) determined that entering into this Agreement is fair to, the performance by it of its obligations hereunder and in the best interests of, consummation by the Company and its stockholders, (iii) declared this Agreement Entities of the Reincorporation Merger and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other Share Exchange have been or will be duly authorized by all necessary corporate proceedings action on the part of the such Company are necessary Entity, subject to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing receipt of the appropriate merger documents as required by the DGCL)Required Company Shareholder Approvals. The Each Company Entity has duly executed and delivered this Agreement Agreement, and, assuming this Agreement constitutes a valid and binding obligation of the due authorization, execution and delivery by Parent and Merger SubEntities, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws Laws affecting creditors’ rights generally and by general principles of equity equity. (regardless b) The Company Board, acting upon the unanimous recommendation of whether enforceability is considered the Special Committee, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange, (ii) determining that the terms of this Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange are fair to and in a proceeding the best interests of the Company and its stockholders who are not affiliated with Parent and its affiliates, (iii) recommending that the Company’s stockholders adopt the Plan of Merger (the “Company Recommendation”) and approve this Agreement and the transactions contemplated hereby and thereby, including the Reincorporation Merger and the Share Exchange and (iv) declaring that this Agreement and the Plan of Merger are advisable, which resolutions have not been subsequently rescinded, modified or withdrawn in equity or at law)any way except as permitted by Section 7.

Authority; Execution and Delivery; Enforceability. The Company (a) Seller has all the requisite corporate power and authority to execute and deliver this AgreementAgreement and the Collateral Agreements to which Seller is or will be a party, to perform its obligations hereunder and thereunder and, subject to obtaining the Shareholder Consent, to consummate the Merger Contemplated Transactions. (b) The execution, delivery and the other transactions contemplated performance by this Agreement, subject only, in the case of the Merger, to the adoption Seller of this Agreement at and the Company Stockholders Meeting Collateral Agreements to which Seller is or will be a party, and the consummation by the affirmative vote of holders of a majority Seller of the outstanding shares Contemplated Transactions, have been duly authorized by all necessary action on the part of Company Common Stock entitled Seller, and, subject to obtaining the Shareholder Consent, no other action on the part of Seller is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller is or will be a party and the Contemplated Transactions. This Agreement has been, and each of the Collateral Agreements to which Seller is a party will be, duly executed and delivered by Seller. (c) This Agreement constitutes, and each of the Collateral Agreements to which Seller is a party will constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles. (d) The Board, by resolutions duly adopted by vote on such matter (at a meeting of the “Company Stockholder Approval”). The Company Board duly called and held at which a quorum was present, has unanimously (i) determined that this Agreement and the Contemplated Transactions are advisable and in the best interests of Seller and its shareholders, (ii) authorized, adopted and approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholdersContemplated Transactions, (iii) approved and declared advisable this Agreement and the Merger advisable Contemplated Transactions, and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders shareholders of Seller adopt this Agreement (and approve the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting consummation of the stockholders Contemplated Transactions, and such resolutions have not been rescinded, withdrawn or modified in any way as of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). 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 as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)date hereof.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in to the case receipt of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board at a meeting duly called and held in compliance with the requirements of the DGCL and Company Certificate of Incorporation and the bylaws of the Company, has unanimously adopted resolutions, by unanimous vote of all directors (i) approved approving the execution, delivery and performance of this Agreement, ; (ii) determined determining that entering into this Agreement is fair to, and in the best interests of, of the Company and its stockholders, ; (iii) declared declaring this Agreement and the Merger advisable transactions contemplated by this Agreement advisable; and (iv) subject to Section 5.02, resolved to recommend recommending that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit vote in favor of the adoption of this Agreement and directing that such adoption be submitted to a vote the Company’s stockholders for approval at a meeting the Company Stockholders’ Meeting. As of the stockholders of the Company in accordance with the terms date of this Agreement (the “Company Stockholders Meeting”)Agreement, such resolutions have not been amended or withdrawn. Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). 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 terms. (b) The affirmative votes of the holders of a majority of the outstanding shares of Company Common Stock as enforcement may be limited of the record date for the Company Stockholders’ Meeting, represented at a stockholder meeting of the Company in person or by bankruptcyproxy and voting thereon, insolvencyapproving the adoption of this Agreement (the “Company Stockholder Approval”), reorganization is the only vote of the holders of any class or similar laws affecting creditors’ rights generally series of the Company’s Capital Stock necessary to approve and by general principles adopt this Agreement, the Merger and the consummation of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)the other transactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. The Company (a) Each Kimberly-Clark Party has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions, subject onlysubject, (x) in the case of the Share Issuance, to the receipt of the Kimberly-Clark Stockholder Approval, (y) in the case of the First Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority receipt of the outstanding shares First Merger Sub Sole Stockholder Approval and (z) in the case of Company Common Stock entitled the Second Merger, to vote on such matter (the “Company Stockholder receipt of the Second Merger Sub Sole Member Approval”). The Company Kimberly-Clark Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement it is fair to, and in the best interests of, the Company Kimberly-Clark and its stockholders, and declared it advisable, that Kimberly-Clark enter into this Agreement and consummate the Mergers, the Share Issuance and the other Transactions, (iiiii) declared adopted resolutions approving and declaring the advisability of this Agreement and the Merger advisable consummation of the Transactions, including the Mergers and the Share Issuance, (iii) adopted resolutions recommending that Kimberly-Clark’s stockholders approve the Share Issuance (the “Kimberly-Clark Recommendation”) and (iv) subject to Section 5.02, resolved to recommend directed that the CompanyShare Issuance be submitted to Kimberly-Clark’s stockholders adopt this Agreement for approval at a duly held meeting of such stockholders for such purpose (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Kimberly-Clark Stockholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of First Merger Sub has unanimously (A) determined that it is in the best interests of First Merger Sub and its sole stockholder, and declared it advisable, that First Merger Sub enter into this Agreement and consummate the First Merger, (B) adopted resolutions approving and declaring the advisability of this Agreement and the consummation of the First Merger and (C) adopted resolutions recommending that the sole stockholder of First Merger Sub adopt this Agreement and directed that this Agreement and the First Merger be submitted to the sole stockholder of First Merger Sub for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Kimberly-Clark, as the sole member of Second Merger Sub, has approved and declared advisable this Agreement, the Second Merger and the other Transactions. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for (x) the Company approval of the Share Issuance by a majority of votes cast in person or by proxy at the Kimberly-Clark Stockholders Meeting, as required by Nasdaq Rules 5635(a) and 5635(e) (the “Kimberly-Clark Stockholder Approval”), (y) the approval of this Agreement and the First Merger by Kimberly-Clark in its capacity as the sole stockholder of each of First Merger Sub (the “First Merger Sub Sole Stockholder Approval”) and (z) the approval of this Agreement and the Second Merger by Kimberly-Clark in its capacity as the sole member of Second Merger Sub (the “Second Merger Sub Sole Member Approval” and, collectively with the First Merger Sub Sole Stockholder Approval, the “Sole Equityholder Approvals”), no other corporate or limited liability company proceedings (other than obtaining the approvals and making the filings contemplated by Section 5.05(b)(iii)) on the part of the Company any Kimberly-Clark Party are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Transactions. This Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company has been duly executed and delivered this Agreement by the Kimberly-Clark Parties and, assuming the due authorization, execution and delivery by Parent and Merger SubKenvue, this Agreement constitutes its legal, a valid and binding obligationagreement of the Kimberly-Clark Parties, enforceable against it each Kimberly-Clark Party in accordance with its terms except as enforcement may be limited by bankruptcyterms, insolvency, reorganization or similar laws affecting creditors’ rights generally in each case subject to the Bankruptcy and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement 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 this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that consummation by the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, and no other corporate proceedings on the part of the Company are or will be necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for hereby, subject, in the filing case of the appropriate merger documents as required by Merger, to obtaining the DGCL)Company Stockholder Approval. The Company has duly executed and delivered this Agreement andAgreement, 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 as enforcement may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity 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 at lawwithdrawn 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, Agreement and the Transaction Agreements to perform its obligations hereunder which it is a party and to consummate the Merger Transactions to which it is a party. The execution and delivery by the Company of this Agreement and each of the Transaction Agreements to which it is a party and the other transactions contemplated consummation by this Agreementthe 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 onlysubject, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders issuance of the Company in accordance with the terms Class C Preferred Stock, to receipt of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Approval (except for the filing of the appropriate merger documents as required by the DGCLdefined below). The Company has duly executed and delivered this Agreement, and each Transaction Agreement andto which it is a party and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by Parent the other parties hereto and Merger Subthereto, 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 duly and unanimously adopted resolutions (i) approving this Agreement and the other Transaction Agreements, the Acquisition and the other Transactions, (ii) determining that the terms except of the Acquisition and the other Transactions are fair to and in the best interests of the stockholders of the Company, (iii) approving the amendment of the Company Charter to authorize the Company Class C Preferred Stock (the “Company Charter Amendment”) and (iv) recommending that the Company’s stockholders approve the Company Charter Amendment. (c) The only vote of holders of any class or series of Company Capital Stock necessary to consummate the Acquisition and other Transactions is (A) the approval of the Company Charter Amendment (i) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Common Stock stockholders meeting, (ii) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Class A Preferred Stock stockholders meeting, (iii) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Class B Preferred Stock stockholders meeting, and (iv) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, (B) the approval of the delegation of authority to the Company Board to determine the terms of the issuance of the Company Class C Preferred Stock upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company and (C) the approval of the delegation of authority to the Company Board to determine the terms of the issuance of Company Stock Options upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, which, in the case of each of (A), (B) and (C), may and will be effected at the Company Stockholders Meetings (as enforcement may be limited by bankruptcydefined in Section 6.01(b)) (the “Company Stockholder Approval”). The affirmative vote of the holders of Company Capital Stock, insolvencyor any of them, reorganization is not necessary to approve any Transaction Agreement or similar laws affecting creditors’ rights generally consummate any Transaction other than the Company Charter Amendment and by general principles of equity (regardless of whether enforceability is considered the matters referred to in a proceeding in equity or at lawthis Section 3.04(c).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject onlysubject, in the case of the Merger, to the adoption affirmative vote of this Agreement shareholders representing two-thirds or more of the voting power of the Company Shares present and voting in person or by proxy at the Company Stockholders Shareholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Shareholder Approval”). The Company Board has unanimously 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) approved approving the execution, delivery and performance of this AgreementAgreement and the Cayman Plan of Merger, (ii) determined determining that entering into this Agreement and the Cayman Plan of Merger is fair to, and in the best interests of, of the Company and its stockholdersshareholders, (iii) declared declaring this Agreement and the Cayman Plan of Merger advisable and (iv) subject to Section 5.02, resolved to recommend recommending that the Company’s stockholders shareholders adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement and the Cayman Plan of Merger be submitted to the Company’s shareholders for adoption at a duly held meeting of such shareholders for such purpose (the “Company RecommendationShareholders Meeting”). The Company Board has unanimously directed that As of the Company submit the adoption date of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”)Agreement, such resolutions have not been amended or withdrawn. Except for the Company Stockholder Shareholder Approval, no other corporate proceedings action on the part of the Company are is necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger Cayman Plan of Merger and other documents as required by to effect the DGCLMerger pursuant to the Cayman Companies Law). 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 except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws Laws affecting creditors’ rights generally and by general principles of equity. (b) 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. There are no rights plans, anti-takeover plans or other Contracts or understandings to which the Company is a party or by which the Company is bound with respect to their respective equity (regardless of whether enforceability is considered in a proceeding in equity or at law)securities.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and obtaining the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)Transactions. The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, by the Company and its stockholders, (iii) declared of this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that consummation by the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other Transactions have been duly authorized by all necessary corporate proceedings action on the part of the Company, subject to obtaining the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL)Stockholder Approval. 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 (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws other Laws of general applicability relating to or affecting creditors’ rights generally rights, or by principles governing the availability of equitable remedies (the “Bankruptcy and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawEquity Exception”)). (b) The Company Board at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the Transactions, including the Merger, in each case on the terms and subject to the conditions set forth in this Agreement and (iii) recommending that the holders of shares of Company Common Stock vote in favor of adopting this Agreement and directing that this Agreement be submitted to the Company’s stockholders for adoption (collectively, the “Company Recommendation”), which resolutions, except to the extent permitted by Section 5.02(f), have not been rescinded, modified or withdrawn in any way. The affirmative vote (in person or by written consent) of holders of a majority of the outstanding shares of Company Common Stock in favor of adopting this Agreement (the “Company Stockholder Approval”) is the only vote or approval of the holders of Company Common Stock or any other Equity Interests of the Company necessary to adopt this Agreement or approve the Merger or other Transactions, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger or the other Transactions (other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). The delivery of the Stockholder Consent will constitute the Company Stockholder Approval. (c) No state takeover statute, “business combination”, “control share acquisition”, “fair price”, “moratorium”, “interested stockholder”, “affiliate transaction” or similar Law, and no analogous provision in the Company Charter or the Company Bylaws, applies to the Company with respect to this Agreement, the Merger or any other Transaction. The Company has elected in its certificate of incorporation not to be governed by Section 203 of the DGCL and accordingly, the provisions of Section 203 of the DGCL are inapplicable to this Agreement, the Merger or any other Transaction. There is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which the Company is subject, party or otherwise bound. Without limiting the foregoing, the Company has taken all actions necessary, if any, so that the restrictions on “business combinations” set forth in Part B of Article X of the Company Charter will not apply to Parent or Merger Sub or with respect to any act or transaction contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. The Company (a) Valeant has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject onlysubject, in the case of the Merger, to the receipt of the Valeant Stockholder Approval. The Board of Directors of Valeant (the “Valeant Board”) has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Valeant was present, (i) approving this Agreement, (ii) determining that entering into this Agreement is in the best interests of Valeant and its stockholders, (iii) declaring this Agreement advisable, (iv) recommending that Valeant’s stockholders adopt this Agreement and directing that this Agreement be submitted to Valeant’s stockholders for adoption at a duly held meeting of such stockholders for such purpose (the “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. Such resolutions have not been amended or withdrawn as of the date of this Agreement. Except for the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Valeant Common Stock entitled to vote on such matter at the Valeant Stockholders Meeting (the “Company Valeant Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company Valeant are necessary to authorize authorize, adopt or adopt approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company Valeant has duly executed and delivered this 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 except terms. (b) The Valeant Board has adopted such resolutions as enforcement may be limited are necessary to render inapplicable to this Agreement, the Merger and the other transactions contemplated by bankruptcythis Agreement the restrictions on (i) “business combinations” (as defined in Section 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”, insolvency“moratorium”, reorganization “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 equity (regardless of whether enforceability is considered in a proceeding in equity or at law)Valeant.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and the Company Stockholder Approval (as defined below), to consummate the Merger and the other transactions contemplated hereby. The execution and delivery by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that consummation by the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated hereby have been duly authorized by this Agreement (except for all necessary corporate action on the filing part of the appropriate merger documents as required by Company, subject to receipt of the DGCL)Company Stockholder Approval. The Company has duly executed and delivered this Agreement 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 terms, except as that enforcement hereof may be subject to or limited by (i) bankruptcy, insolvencyinsolvency or other similar laws, reorganization now or similar laws hereafter in effect, 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 or at lawequity). (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. (a) The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with its obligations hereunder and to consummate the Merger and the other transactions contemplated by under this AgreementAgreement and, subject only, in to the case receipt of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of the Company Common Stock outstanding and entitled to vote on such matter thereon at the Company Shareholders Meeting (the “Company Stockholder Shareholder Approval”)) and the satisfaction of the closing conditions, to consummate the Transactions. The execution and delivery by the Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, the performance and in the best interests of, compliance by the Company and with each of its stockholders, (iii) declared this Agreement obligations herein and the Merger advisable and (iv) consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders receipt of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Shareholder Approval, and no other corporate proceedings on the part of the Company and no other shareholder votes are necessary to authorize or adopt this Agreement or to consummate the Merger and consummation by the other transactions contemplated by this Agreement (except for the filing Company of the appropriate merger documents as required by the DGCL)Transactions. The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent ▇▇▇▇▇▇ and Merger SubSub of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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, reorganization 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 shareholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger, and (iii) recommending that the Company’s shareholders adopt this Agreement (such recommendation the “Company Board Recommendation”) and directing that such matter be submitted for consideration of the Company’s shareholders at the Company Shareholders Meeting. (c) Subject to the accuracy of the representations and warranties set forth in ‎Article 4, no state “fair price,” “moratorium,” “control share acquisition,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other anti-takeover or similar laws affecting creditors’ rights generally Laws, including Section 1701.831 of the OGCL and by general principles Chapter 1704 of equity the OGCL (regardless each such Law, a “Takeover Statute”) is applicable to this Agreement, the Merger or the Transactions. The Company Board has taken all actions necessary to render all potentially applicable Takeover Statutes inapplicable to this Agreement, the Merger and the other Transactions. The only vote of whether enforceability holders of any class or series of Equity Interests of the Company necessary to approve the Transactions is considered in a proceeding in equity the Company Shareholder Approval. No other vote of the holders of Company Common Stock or at law)any other Equity Interests of the Company is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder and to consummate the Merger and the other transactions contemplated by under this AgreementAgreement and, subject only, in the case of the Merger, to the adoption receipt of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder 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 receipt of the Company Stockholder Approval, and no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize or adopt this Agreement or to consummate the Merger and consummation by the other transactions contemplated by this Agreement (except for the filing Company of the appropriate merger documents as required by the DGCL)Transactions. The Company has duly and validly executed and delivered this 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 terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws applicable Laws affecting the enforcement of creditors’ rights generally and or by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity or at lawequity). (b) The Company Board (or a duly authorized committee thereof acting with the full force and authority of the 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. The Company (a) Purchaser has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)Transactions. The Company Board has unanimously (i) approved the execution, delivery and performance by Purchaser of this Agreement, (ii) determined that entering into this Agreement each Transaction Document to which it is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement or is contemplated to be a party and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting consummation by Purchaser of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other Transactions have been duly authorized by all requisite corporate proceedings action on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL)Purchaser. The Company Purchaser has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Purchaser in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). At or prior to the Closing, Purchaser will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and generally, or by general principles governing the availability of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawequitable remedies). (b) The Board of Directors of Purchaser, at a meeting duly called and held, duly adopted resolutions approving the entry into of this Agreement and the other Transaction Documents to which Purchaser or any Purchaser Sub is or is contemplated to be a party, the Acquisition and the other Transactions. No vote or consent of the holders of any class or series of Purchaser capital stock is necessary to consummate any of the Transactions.

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, to perform and comply with each of its obligations hereunder under this Agreement and, subject to the receipt of the AmSurg Shareholder Approval and the approval of AmSurg, as sole stockholder of New Amethyst, to consummate the Merger Transactions applicable to it. The execution and the other transactions contemplated delivery by each of AmSurg and New Amethyst of this Agreement, subject only, in the case performance and compliance by AmSurg and New Amethyst with each of its obligations herein and the consummation by AmSurg and New Amethyst of the MergerTransactions applicable to it have been duly authorized by all necessary corporate action on the part of AmSurg and New Amethyst, subject to receipt of the AmSurg Shareholder Approval and the adoption of this Agreement at agreement by AmSurg in its capacity as the Company Stockholders Meeting by the affirmative vote sole stockholder of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair toNew Amethyst, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company AmSurg or New Amethyst and no shareholder votes are necessary to authorize or adopt this Agreement or to consummate the Merger consummation by AmSurg and the other transactions contemplated by this Agreement (except for the filing New Amethyst of the appropriate merger documents as required by the DGCL)Transactions to which it is a party. The Company Each of AmSurg and New Amethyst has duly and validly executed and delivered this 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 terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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, reorganization 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, 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 equity (regardless New Amethyst, as set forth in Section 3.3(c). No other vote of whether enforceability the sole stockholder of New Amethyst is considered in a proceeding in equity or at law)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, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject onlysubject, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority not less than seventy percent (70%) of the outstanding shares of Company Common Stock entitled to vote on at the Company Stockholders Meeting or any adjournment or postponement thereof (provided that at least a majority in voting power of the shares of Company Common Stock are represented in person or by proxy at such matter meeting or any adjournment or postponement thereof) (the “Company Stockholder Approval”). The Company Board has unanimously by resolutions duly adopted (i) approved the execution, delivery and performance of this AgreementAgreement and the consummation of the transactions contemplated hereby, including the Merger, (ii) determined that entering into this Agreement is fair toand consummating the transactions contemplated hereby, and including the Merger, are in the best interests of, of the Company and its stockholders, (iii) declared this Agreement and the Merger advisable advisable, and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), and, subject to Section 5.02, such resolutions have not been withdrawn, amended or modified. The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). 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 as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity equity. (regardless b) The Company Board has taken all actions necessary to (a) render the Company Rights Plan inapplicable to this Agreement and the transactions contemplated hereby and (b) ensure that (i) none of whether enforceability Parent, Merger Sub or any other Subsidiary of Parent is considered an Acquiring Person (as such term is defined in the Company Rights Plan) pursuant to the Company Rights Plan solely as a proceeding result of the Merger Agreement and the transactions contemplated thereby, (ii) a “Distribution Date” or a “Stock Acquisition Date” (as such terms are defined in equity the Company Rights Plan) does not occur, in each case, as a result of the adoption, approval, execution or at law)delivery of the Merger Agreement or the consummation of the Merger Agreement and (iii) the “Final Expiration Date” (as defined in the Company Rights Plan) shall be extended to the earlier of May 24, 2014 or immediately prior to the Effective Time. Assuming the representation and warranty set forth in Section 4.16 is true and correct, the Company 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 “business combinations” (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL. No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation (collectively, “Takeover Laws”) 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, to perform its obligations hereunder Agreement and to consummate the Merger and Transactions in accordance with the other transactions contemplated by terms of this Agreement, subject onlysubject, in the case of the Merger, consummation of the Merger to the adoption receipt of this Agreement at the Company Stockholders Meeting Stockholder Approval (as defined in Section 3.04(c)) and the filing of the Certificate of Merger as required by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)DGCL. The Company Board has unanimously (i) approved the execution, execution and delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, by the Company and its stockholders, (iii) declared of this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that consummation by the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company Transactions in accordance with the terms of this Agreement (have been duly authorized by all necessary corporate action on the “Company Stockholders Meeting”). Except for part of the Company Stockholder Approval, and no other corporate proceedings on the part of the Company are necessary to authorize or adopt approve this Agreement or to consummate the Merger Transactions, subject, in the case of the consummation of the Merger, to receipt of the Company Stockholder Approval and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents Certificate of Merger as required by the DGCL). The Company has duly executed and delivered this Agreement 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 except as enforcement may be limited by terms, subject to bankruptcy, insolvency, reorganization fraudulent transfer, moratorium and other similar Laws of general applicability relating to or similar laws 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 equity Section 203 of the DGCL to (regardless 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 whether enforceability 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 considered in the approval and adoption of this Agreement and the approval of the Merger by the holders of a proceeding in equity majority of the outstanding Company Common Stock (the “Company Stockholder Approval”). The affirmative vote of the holders of Company Capital Stock, or at law)any of them, is not necessary to consummate any Transaction other than the Merger.

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, to perform its obligations hereunder under this Agreement, and to consummate the Merger and the other transactions contemplated by this Agreement. The Parent Board has adopted resolutions, subject only, in the case by unanimous vote of the Mergerdirectors present at a meeting duly called at which a quorum of directors of Parent was present, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved approving the execution, delivery and performance of this Agreement. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement; (ii) determined determining that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement are in the best interests of Merger Sub and its sole stockholder; (iii) declaring this Agreement advisable; and (iv) recommending that the “Company Stockholders Meeting”)sole stockholder of Merger Sub adopt this Agreement and directing that this Agreement be submitted to the sole stockholder of Merger Sub for adoption. Except for As of the Company Stockholder Approvaldate of this Agreement, no such resolutions have not been amended or withdrawn. The sole stockholder of Merger Sub, has adopted and approved this Agreement. No other corporate proceedings (including, for the avoidance of doubt, any stockholder approval) on the part of the Company Parent, Merger Sub or their respective Subsidiaries are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by Certificate of Merger in accordance with the relevant provisions of the DGCL). The Company Each of Parent and Merger 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 Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against it each of Parent and Merger Sub in accordance with its terms except except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity.

Authority; Execution and Delivery; Enforceability. The Company (a) Ouster has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with its covenants and obligations hereunder and to consummate the Merger and the other transactions contemplated by under this AgreementAgreement and, subject only, in to the case receipt of the Merger, Ouster Stockholder Approval and to the adoption of this Agreement at by Ouster as the Company Stockholders Meeting by sole stockholder of Merger Sub I and the affirmative vote sole member of holders of a majority of Merger Sub II, to consummate the outstanding shares of Company Common Stock entitled Transactions applicable to vote on such matter (the “Company Stockholder Approval”)party. The Company Board has unanimously (i) approved the execution, execution and delivery and performance by Ouster of this Agreement, (ii) determined that entering into this Agreement is fair to, the performance and in the best interests of, the Company compliance by Ouster with each of its covenants and its stockholders, (iii) declared this Agreement obligations herein and the Merger advisable and (iv) consummation by Ouster of the Transactions have been duly authorized by all necessary corporate action on the part of Ouster, subject to Section 5.02, resolved the receipt of the Ouster Stockholder Approval and to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting by Ouster as the sole stockholder of Merger Sub I and the stockholders sole member of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder ApprovalMerger Sub II, and no other corporate proceedings on the part of the Company Ouster and no other stockholder or member votes are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement (except for the filing Ouster of the appropriate merger documents as required by the DGCL)Transactions to which it is a party. The Company Ouster has duly and validly executed and delivered this 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 terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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, reorganization 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, (ii) determining that the terms of this Agreement, 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 equity the NYSE and the organizational documents of Ouster (regardless the “Ouster Stockholder Approval”). No other vote of whether enforceability the holders of Ouster Common Stock or any other Equity Interests of Ouster is considered in a proceeding in equity or at law)necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) Kenvue has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions, subject onlysubject, in the case of the First Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority receipt of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Kenvue Stockholder Approval”). The Company Kenvue Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement it is fair to, and in the best interests of, the Company Kenvue and its stockholders, and declared it advisable, that Kenvue enter into this Agreement and consummate the Transactions, (iiiii) declared adopted resolutions approving and declaring the advisability of this Agreement and the Merger advisable and consummation of the Transactions, including the Mergers, (iviii) subject to Section 5.02, resolved to recommend adopted resolutions recommending that the CompanyKenvue’s stockholders adopt this Agreement (the “Company Kenvue Recommendation”) and (iv) directed that this Agreement and the First Merger be submitted to Kenvue’s stockholders for adoption at a duly held meeting of such stockholders for such purpose (the “Kenvue Stockholders Meeting”). The Company Board has unanimously directed that As of the Company submit date of this Agreement, such resolutions have not been amended or withdrawn. Except for the adoption of this Agreement to a by the affirmative vote at a meeting of the stockholders holders of a majority of the Company in accordance with the terms shares outstanding of this Agreement Kenvue Common Stock entitled to vote thereon (the “Company Stockholders MeetingKenvue Stockholder Approval”). Except for the Company Stockholder Approval, no other corporate proceedings (other than obtaining the approvals and making the filings contemplated by Section 4.05(b)(iii)) on the part of the Company Kenvue are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Transactions. This Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company has been duly executed and delivered this Agreement by Kenvue and, assuming the due authorization, execution and delivery by Parent and Merger Subthe K▇▇▇▇▇▇▇-▇▇▇▇▇ Parties, this Agreement constitutes its legal, a valid and binding obligationagreement of Kenvue, enforceable against it Kenvue in accordance with its terms terms, in each case except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawthe “Bankruptcy and Equity Exception”). (b) The Kenvue Board has taken all necessary actions so that no “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulations (each, a “Takeover Statute”) is applicable to the Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and the receipt of the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the consummation 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 onlysubject, in the case of the Merger, to the adoption receipt of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company has duly executed and delivered this Agreement andAgreement, 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 except of 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 this 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 enforcement may be limited by bankruptcysuch 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”, insolvency“moratorium”, reorganization “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 equity a majority of the outstanding Company Common Shares and the Company Series A Preferred Shares (regardless of whether enforceability is considered in on an as-converted basis), voting together as a proceeding in equity or at lawsingle class (the “Company Stockholder Approval”).

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, to perform its obligations hereunder hereunder, and to consummate the Merger and the other transactions contemplated Transactions. The board of directors of Parent has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (a) approving the execution, delivery and performance of this Agreement and (b) determining that entering into this Agreement is in the best interests of Parent and its shareholders. As of the date of this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)resolutions have not been amended or withdrawn. The Company Board board of directors of Merger Sub has unanimously adopted resolutions (i) approved approving the execution, delivery and performance of this Agreement, ; (ii) determined determining that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement are in the best interests of Merger Sub and Parent, as its sole shareholder; (iii) declaring this Agreement advisable; and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the “Company Stockholders Meeting”)date of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Stockholder Approval, no No other corporate proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of the Company Parent or Merger Sub are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (except for the filing of the appropriate merger documents as required by Summary Articles of Merger in accordance with the DGCLrelevant provisions of the MGBCL). The Company Each of Parent and Merger 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 except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity.

Authority; Execution and Delivery; Enforceability. The Company (a) Sirona has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder and under this Agreement and, subject to the receipt of the Sirona Shareholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, Transactions applicable to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)Sirona. The Company Board has unanimously (i) approved the execution, execution and delivery and performance by Sirona of this Agreement, (ii) determined that entering into this Agreement is fair tothe performance and compliance by Sirona with each of its obligations herein and the consummation by Sirona of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Sirona, subject to receipt of the Sirona Shareholder Approval, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company Sirona and no shareholder votes are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement (except for the filing Sirona of the appropriate merger documents as required by the DGCL)Transactions to which it is a party. The Company Sirona has duly and validly executed and delivered this 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 terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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, reorganization 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 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 equity (regardless the holders of whether enforceability Sirona Common Stock or any other Equity Interests of Sirona is considered in a proceeding in equity or at law)necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) Parent has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with its obligations hereunder under this Agreement and, subject to the receipt of the adoption of this Agreement (i) by Parent as the sole shareholder of Merger Sub and (ii) by the holders of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon at the Parent Stockholders Meeting (the “Parent Stockholder Approval”) and the satisfaction of the closing conditions, to consummate the Merger Transactions applicable to such party. The execution and the other transactions contemplated delivery by Parent of this Agreement, subject only, in the case performance and compliance by Parent with its obligations herein and the consummation by Parent of the MergerTransactions have been duly authorized by all necessary corporate action on the part of Parent, subject to the receipt of the Parent Stockholder Approval and to the adoption of this Agreement at by Parent as the Company Stockholders Meeting by the affirmative vote sole shareholder of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair toMerger Sub, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company Parent and no other stockholder votes are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement (except for the filing Parent of the appropriate merger documents as required by the DGCL)Transactions to which it is a party. The Company Parent has duly and validly executed and delivered this 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 terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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 Parent Board, insolvencyat a meeting duly called and held, reorganization or similar laws affecting creditors’ rights generally adopted resolutions (i) determining that the Transactions, including the Merger and by general principles the issuance of equity shares of Parent Common Stock in connection with the Merger (regardless the “Parent Common Stock Issuance”), are advisable, fair to and in the best interests of whether enforceability is considered in a proceeding in equity or at lawParent and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, including the Merger and the Parent Common Stock Issuance, (iii) directing that the Parent Common Stock Issuance be submitted to the stockholders of Parent for approval, and (iv) recommending that the Parent stockholders approve the Parent Common Stock Issuance (the “Parent Board Recommendation”). (c) Subject to the accuracy of the representations and warranties in ‎Article 3, the Parent Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the Delaware General Corporation Law and any other similar Law are not applicable to this Agreement and the Transactions. The only vote of holders of any class or series of Equity Interests of Parent necessary to approve the Transactions is the Parent Stockholder Approval. No other vote of the holders of Parent Common Stock or any other Equity Interests of Parent is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) Cardinal has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder and under this Agreement and, subject to the receipt of the Cardinal Shareholder Approval, to consummate the Merger Transactions applicable to Cardinal. The execution and the other transactions contemplated delivery by Cardinal of this Agreement, subject onlythe performance and compliance by Cardinal 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 Cardinal, subject, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority receipt of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Cardinal Shareholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company Cardinal and no other shareholder votes are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement (except for the filing Cardinal of the appropriate merger documents as required by the DGCL)Transactions to which it is a party. The Company Cardinal has duly and validly executed and delivered this 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 terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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 Cardinal (the “Cardinal Board”), insolvencyat a meeting duly called and held, reorganization unanimously adopted resolutions, which have not been amended or similar laws affecting creditors’ rights generally withdrawn, (i) approving this Agreement and by general principles the consummation of equity the Transactions upon the terms and subject to the conditions set forth in this Agreement, (regardless ii) determining that the terms of whether enforceability 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 considered in a proceeding in equity or at lawadvisable (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 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 any other Equity Interests of Cardinal is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The (a) Company has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger Transactions. The execution and delivery by Company of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement, subject only, in the case Company of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting Transactions has been duly authorized by the affirmative vote Board of holders of a majority of the outstanding shares Directors of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the executionand, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the Transaction Documents to which it is or adopt this Agreement is contemplated to be a party or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the appropriate merger documents as required by the DGCL)Transactions. The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Company in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Upon the execution and delivery by Company of each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party, will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and or by general principles governing the availability of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawequitable remedies). (b) In resolutions adopted on or prior to the date of this Agreement, the Board of Directors of Company has (i) determined that this Agreement is advisable, fair to and in the best interests of Company and the sole stockholder of Company, and declared it advisable that Company enter into this Agreement and consummate the Transactions, (ii) adopted resolutions approving and declaring the advisability of this Agreement, each other Transaction Document to which Company is or is contemplated to be a party, and the consummation of Transactions to which it is a party, (iii) adopted resolutions recommending that the sole stockholder of Company give the Company Stockholder Approval and (iv) directed that this Agreement be submitted to the sole stockholder of Company for adoption, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The only vote or Consent of holders of any class or series of capital stock of Company necessary to approve the Transactions is 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, to perform its obligations hereunder Agreement and to consummate the Merger Transactions. The execution and the other transactions contemplated delivery by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, and no other corporate proceedings actions on the part of the Company are necessary to authorize or adopt this Agreement or to consummate Agreement, subject, in the Merger and the other transactions contemplated by this Agreement (except for the filing case of the appropriate merger documents as Merger, to receipt of the Company Stockholder Approval if required by the DGCL)applicable Law. The Company has duly executed and delivered this Agreement andAgreement, 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 as enforcement that such enforceability may be (i) limited by bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws of general application relating to or affecting creditors’ rights generally and by (ii) subject to general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (b) The Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving and declaring advisable 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 stockholders of the Company, (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) if required by applicable Law, recommending that the Company’s stockholders adopt this Agreement. No “control share acquisition”, “fair price”, “moratorium” or other state takeover statute or similar Law applies or purports to apply with respect to this Agreement, the Offer, the Merger or any other Transaction. (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, if required by applicable Law, 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 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 (a) Each of Purchaser and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)Transactions. The Company Board has unanimously (i) approved the execution, execution and delivery by Purchaser and performance Merger Sub of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the consummation by Purchaser and Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting Sub of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other Transactions have been duly authorized by all necessary corporate proceedings action on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Purchaser and Merger Sub, respectively. Each of Purchaser and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company Merger Sub has duly executed and delivered this Agreement andAgreement, 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 except as enforcement may be limited of 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 bankruptcywritten consent, insolvencyduly and unanimously adopted resolutions (i) approving this Agreement, reorganization the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Merger Sub and its stockholder, (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 similar laws affecting creditors’ rights generally series of Purchaser Capital Stock necessary to approve and adopt this Agreement and the Merger is the approval thereof by general principles the holders of equity a majority of the outstanding Purchaser Common Stock present and voting at the meeting called for such purposes (regardless of whether enforceability is considered in a proceeding in equity or at lawthe "Purchaser Stockholder Approval").

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions, subject onlysubject, in the case of the Merger, to the adoption receipt of this Agreement at the Company Stockholders Meeting Shareholder Approval. The execution and delivery by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, the performance by it of its obligations hereunder and in the best interests of, consummation by the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other Transactions have been or will be duly authorized by all necessary corporate proceedings action on the part of the Company are necessary to authorize or adopt this Agreement or to consummate Company, subject, in the Merger and the other transactions contemplated by this Agreement (except for the filing case of the appropriate merger documents as required by Merger, to receipt of the DGCL)Company Shareholder Approval. The Company has duly executed and delivered this Agreement 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 except terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws Laws affecting creditors’ rights generally and by general principles of equity equity. (regardless b) The Company Board, having received the unanimous recommendation of whether enforceability 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 considered 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 proceeding 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 equity person or by proxy) and voting at lawthe 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 corporate power and authority to execute and deliver this Agreement, Agreement and the Transaction Agreements to perform its obligations hereunder which it is a party and to consummate the Merger Transactions to which it is a party. The execution and delivery by the Company of this Agreement and each of the Transaction Agreements to which it is a party and the other transactions contemplated consummation by this Agreementthe 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 onlysubject, in the case of the Merger, to the adoption receipt of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company has duly executed and delivered this Agreement, and each Transaction Agreement andto which it is a party and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by Parent the other parties hereto and Merger Subthereto, 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 duly and unanimously adopted resolutions (i) approving this Agreement and the other Transaction Agreements, the Merger and the other Transactions, (ii) determining that the terms except as enforcement of the Merger and the other Transactions are fair to and in the best interests of the stockholders of the Company, (iii) directing that this Agreement be submitted to a vote of the Company's stockholders, (iv) recommending that the Company's stockholders adopt this Agreement and (v) declaring that this Agreement is advisable. Such resolutions are sufficient to render inapplicable to Parent and Acquisition Sub, this Agreement and the other Transaction Agreements, and the Merger and the other Transactions the restrictions on "business combinations" contained in Section 203 of the DGCL to the extent it is applicable. 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 and the other Transaction Agreements, the Merger or any other Transaction. (c) The only consent or vote 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"), which may be limited effected either by bankruptcythe written consent or the affirmative vote at a stockholders meeting of the holders of a majority of the outstanding Company Common Stock. The written consent or affirmative vote of the holders of Company Capital Stock, insolvencyor any of them, reorganization is not necessary to approve any Transaction Agreement other than this Agreement or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)to consummate any Transaction other than the Merger.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of DENTSPLY and Merger Sub has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder and under this Agreement and, subject to the receipt of the DENTSPLY Shareholder Approval, to consummate the Transactions applicable to such party. The execution and delivery by each of DENTSPLY and Merger and the other transactions contemplated by Sub of this Agreement, subject only, in the case performance and compliance by DENTSPLY and Merger Sub with each of its obligations herein and the consummation by DENTSPLY and Merger Sub of the MergerTransactions have been duly authorized by all necessary corporate action on the part of DENTSPLY and Merger Sub, subject to the receipt of the DENTSPLY Shareholder Approval and to the adoption of this Agreement at by DENTSPLY as the Company Stockholders Meeting by the affirmative vote sole shareholder of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair toMerger Sub, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company DENTSPLY and Merger Sub and no other shareholder votes are necessary to authorize or adopt this Agreement or to consummate the consummation by DENTSPLY and Merger and the other transactions contemplated by this Agreement (except for the filing Sub of the appropriate merger documents as required by the DGCL)Transactions to which it is a party. The Company Each of DENTSPLY and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubSirona of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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 DENTSPLY (the “DENTSPLY Board”), insolvencyat a meeting duly called and held, reorganization 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 and the Transactions are fair to, and in the best interests of, DENTSPLY and its shareholders, (iii) directing that the DENTSPLY Share Issuance and the Amended and Restated DENTSPLY Charter be submitted to the shareholders of DENTSPLY for approval, and (iv) recommending that DENTSPLY's shareholders approve the DENTSPLY Share Issuance and the Amended and Restated DENTSPLY Charter (the “DENTSPLY Recommendation”). (c) To the Knowledge of DENTSPLY, no takeover, anti-takeover, business combination, control share acquisition or similar laws affecting creditors’ rights generally Law applies to the Transactions. The only vote of holders of any class or series of DENTSPLY Common Stock or other Equity Interests of DENTSPLY necessary to approve the Transactions is the approval of (i) the DENTSPLY Share Issuance by a majority of the total votes cast on such proposal by holders of the DENTSPLY Common Stock outstanding and entitled to vote thereon and (ii) the Amended and Restated DENTSPLY Charter by general principles the holders of equity a majority of the DENTSPLY Common Stock outstanding and entitled to vote thereon (regardless together, the “DENTSPLY Shareholder Approval”). No other vote of whether enforceability the holders of DENTSPLY Common Stock or any other Equity Interests of DENTSPLY is considered in a proceeding in equity or at law)necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate necessary power and authority to enter into, execute and deliver this AgreementAgreement and any Ancillary Agreement to which it is a party, to perform and comply with each of its obligations hereunder under this Agreement and such Ancillary Agreements and, assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.7 and subject to the receipt of the Company Stockholder Approval and compliance with Regulatory Laws, to consummate the Transactions and the other transactions contemplated thereby, in each case, in accordance with the terms of this Agreement and the Ancillary Agreements to which it is a party. The adoption, execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party, the performance and compliance by the Company with each of its obligations herein and therein, and the consummation by it of the Transactions and the transactions contemplated by such Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company, assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.7 and subject to receipt of the Company Stockholder Approval, and no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize this Agreement or the consummation by the Company of the Transactions. The Company has duly and validly executed and delivered this Agreement and the Ancillary Agreements to which it is a party dated on or before the date hereof and, assuming the due authorization, execution and delivery by P▇▇▇▇▇ and Merger Sub, this Agreement and each Ancillary Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and subject, as to enforceability, to general principles of equity (“Bankruptcy and Enforceability Exceptions”). (b) The Company Board, at a meeting duly called and held, unanimously duly adopted resolutions (which, as of the execution and delivery of this Agreement by the Parties, have not been rescinded, modified or withdrawn in any way and are in full force and effect) (i) determining that this Agreement, the Ancillary Agreements to which the Company is a party and the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements are advisable, fair to and in the best interests of the Company and its stockholders, approving this Agreement, subject onlythe Ancillary Agreements to which the Company is a party and the Transactions, in the case of including the Merger, and the other transactions contemplated by such Ancillary Agreements, and declaring that this Agreement, the Ancillary Agreements to which the Company is a party and the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements are advisable, fair to and in the best interests of the Company and its stockholders, (ii) directing that this Agreement and the Transactions, including the Merger, be submitted to the stockholders of the Company for its adoption of and approval, and (iii) recommending that the Company’s stockholders adopt and approve this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”). (c) The only vote or consent of holders of any class or series of Shares or other Equity Interests of the Company necessary to adopt or approve this Agreement and the Ancillary Agreements to which the Company is a party and to consummate the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements is the affirmative vote or consent of a majority of the votes cast by the holders of Shares that are outstanding and entitled to vote thereon at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved No other vote of the execution, delivery and performance holders of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that Shares or any other Equity Interests of the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a , including any vote at a meeting of the stockholders under Article Tenth of the Company in accordance with Charter, is necessary to consummate the terms of this Agreement (the “Company Stockholders Meeting”)Transactions. Except for the Company Stockholder ApprovalApproval and the filing of the Certificate of Merger as required by the NJBCA, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, the Ancillary Agreements to which the Company is a party, the performance by the Company of its covenants or adopt this Agreement obligations hereunder or to consummate thereunder or the Merger and consummation of the Transactions or the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). 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 as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)such Ancillary Agreements.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions, subject onlysubject, in the case of the Merger, to the adoption receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously was present, adopted resolutions (i) approved the execution, delivery and performance of approving this Agreement, the Merger and the Transactions, (ii) determined determining that entering into this Agreement is Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its stockholdersshareholders, (iii) declared declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger advisable and (iv) subject be submitted to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement shareholders at a duly held meeting of such shareholders for such purpose (the “Company RecommendationShareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). The Company Board has unanimously directed that the Company submit 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 a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement Shareholders Meeting (the “Company Stockholders MeetingShareholder Approval”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize authorize, adopt or adopt approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (except for the filing of the appropriate merger documents as required by Certificate of Merger with the DGCLSecretary of State pursuant to the OGCL). The Company has duly executed and delivered this 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 except as enforcement may be limited by bankruptcyterms, insolvencysubject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of Parent’s representation in Section 3.10, reorganization the Company has taken all necessary action such that the provisions of Chapter 1704 of the OGCL are not applicable to the Company, Parent, Merger Sub, this Agreement, the Merger or similar laws affecting creditors’ rights generally the Transactions, and by general principles of equity (regardless of whether enforceability is considered no other Takeover Laws or any anti-takeover provision in a proceeding in equity the Company Articles or the Company Regulations are, or at law).the Effective Time will be, applicable to the Company, Parent, Merger Sub, this Agreement or any of the Merger Transactions. For purposes of this Agreement, “Takeover Laws” means any “moratorium”, “control share acquisition”, “fair

Authority; Execution and Delivery; Enforceability. The Company (a) Each of SJW and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject onlysubject, in the case of the Mergerissuance of SJW Common Shares constituting the Merger Consideration (the “Share Issuance”) and the SJW Charter Amendment, to the adoption receipt of the SJW Stockholder Approval. The SJW Board has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of SJW was present, (i) approving and adopting this Agreement, (ii) determining that entering into this Agreement is in the best interests of SJW and its stockholders, (iii) approving the SJW Charter Amendment and (iv) recommending that SJW’s stockholders vote in favor of approval of the Share Issuance and the SJW Charter Amendment and directing that the Share Issuance and the SJW Charter Amendment be submitted to SJW’s stockholders for approval at a duly held meeting of such shareholders for such purpose (the “SJW Stockholders Meeting”) (clauses (i), (ii), (iii) and (iv) being referred to as the “SJW Recommendation”). The execution and delivery of this Agreement at and the Company Stockholders Meeting consummation of the Merger and the transactions contemplated hereby have been duly and validly authorized by each of the Board of Directors of Merger Sub and SJW, as the sole shareholder of Merger Sub. None of the resolutions described in the immediately preceding two sentences have been amended or withdrawn as of the date of this Agreement. Except for (i) the approval of the Share Issuance by the affirmative vote of the holders of a majority of the outstanding shares SJW Common Shares represented in person or by proxy at the SJW Stockholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual, and (ii) the approval of the SJW Charter Amendment by a majority of the outstanding SJW Common Stock Shares entitled to vote on such matter thereon at the SJW Stockholders Meeting, as required by Section 242 of the DGCL (clauses (i) and (ii) being referred to as the “Company SJW Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company SJW or Merger Sub are necessary to authorize authorize, adopt or adopt approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCLCBCA). The Company Each of SJW and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubCTWS, this Agreement constitutes its the legal, valid and binding obligationobligation of SJW and Merger Sub, enforceable against it SJW and Merger Sub in accordance with its terms terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws Laws affecting creditors’ rights generally and by general principles of equity equity. (regardless b) The SJW Board has adopted such resolutions as are necessary to render inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Voting Agreements, the restrictions on “business combinations” (as defined in Section 203 of whether enforceability is considered the DGCL) as set forth in Section 203 of the DGCL. No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to or as a proceeding result of this Agreement, the Merger or any of the other transactions contemplated by this Agreement, or the Voting Agreements, in equity or at law)respect of SJW. (c) The representations and warranties set forth in this Section 3.04 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 Sarg and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder and under this Agreement and, subject to the receipt of the Sarg Stockholder Approval, to consummate the Transactions applicable to such party. The execution and delivery by each of Sarg and Merger and the other transactions contemplated by Sub of this Agreement, subject only, in the case performance and compliance by Sarg and Merger Sub with each of its obligations herein and the consummation by Sarg and Merger Sub of the MergerTransactions applicable to it have been duly authorized by all necessary corporate action on the part of Sarg and Merger Sub, subject to receipt of the Sarg Stockholder Approval and to the adoption of this Agreement at by Sarg as the Company Stockholders Meeting by the affirmative vote sole shareholder of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair toMerger Sub, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company Sarg or Merger Sub and no shareholder votes are necessary to authorize or adopt this Agreement or to consummate the consummation by Sarg and Merger and the other transactions contemplated by this Agreement (except for the filing Sub of the appropriate merger documents as required by the DGCL)Transactions to which it is a party. The Company Each of Sarg and Merger Sub has duly and validly executed and delivered this 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 terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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, reorganization 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, 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 equity a majority of the votes entitled to be cast thereon by the holders of Sarg Common Stock at the Sarg Stockholders Meeting (regardless the “Sarg Stockholder Approval”). No other vote of whether enforceability the holders of Sarg Common Stock or any other Equity Interests of Sarg is considered in a proceeding in equity or at law)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, to perform and comply with each of its obligations hereunder and to consummate the Merger and the other transactions contemplated by under this AgreementAgreement and, subject only, in the case of the Merger, to the adoption receipt of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder 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 receipt of the Company Stockholder Approval, and no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize or adopt this Agreement or to consummate the Merger and consummation by the other transactions contemplated by this Agreement (except for the filing Company of the appropriate merger documents as required by the DGCL)Transactions. The Company has duly and validly executed and delivered this 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 terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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, reorganization 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, 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 equity (regardless the holders of whether enforceability Shares or any other Equity Interests of the Company is considered in a proceeding in equity or at law)necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) Qwest has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject onlysubject, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority receipt of the outstanding shares Qwest Stockholder Approval. The Board of Company Common Stock entitled to vote on such matter Directors of Qwest (the “Company Stockholder ApprovalQwest Board”). The Company Board ) has unanimously adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Qwest was present, (i) approved approving the execution, delivery and performance of this Agreement, (ii) determined determining that entering into this Agreement is fair to, and in the best interests of, the Company of Qwest and its stockholders, (iii) declared declaring this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend recommending that the CompanyQwest’s stockholders adopt this Agreement and directing that this Agreement be submitted to Qwest’s stockholders for adoption at a duly held meeting of such stockholders for such purpose (the “Company RecommendationQwest Stockholders Meeting”). The Company Board has unanimously directed that As of the Company submit date of this Agreement, such resolutions have not been amended or withdrawn. Except for the adoption of this Agreement by the affirmative vote of a majority of the outstanding shares of Qwest Common Stock entitled to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement Qwest Stockholders Meeting (the “Company Stockholders MeetingQwest Stockholder Approval”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company Qwest are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company Qwest has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent CenturyLink and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws Laws affecting creditors’ rights generally and by general principles of equity equity. (regardless b) The Qwest 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 “business combinations” (as defined in Section 203 of whether enforceability is considered the DGCL) as set forth in a proceeding in equity Section 203 of the DGCL. No “fair price”, “moratorium”, “control share acquisition” or at law)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 execution and delivery by the Company has all requisite corporate power and authority to execute and deliver of this Agreement, to perform its obligations hereunder and to consummate the Merger Agreement and the other consummation by the Company of the transactions contemplated hereby have been duly authorized by this Agreementall necessary corporate action on the part of the Company, subject onlysubject, in the case of the Merger, to the adoption receipt of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). 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 (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws other Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of equity (regardless of equitable remedies, whether enforceability is considered in a proceeding Proceeding at law or in equity or at lawequity). (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 this Agreement, (iv) directed that this Agreement be submitted to the holders of Company 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. The Company (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger Transactions. The execution and delivery by each of Parent and Me▇▇▇▇ ▇ub of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement, subject only, in the case each of Parent and Merger Sub of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting Transactions have been duly authorized by the affirmative vote Boards of holders Directors of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery Parent and performance of this Agreement, (ii) determined that entering into this Agreement is fair toMerger Sub, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize the Transaction Documents to which it is or adopt this Agreement is contemplated to be a party or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the appropriate merger documents as required by the DGCL)Transactions. The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Parent and Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Upon the execution and delivery by each of Parent and Merger Sub of each other Transaction Document to which it is or is contemplated to be a party and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and generally, or by general principles governing the availability of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawequitable remedies). (b) In resolutions adopted on or prior to the date of this Agreement, the Board of Directors of Parent has (i) determined that the Merger, upon the terms and subject to the conditions set forth herein, is fair to and in the best interests of Parent and its equityholders and

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, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). 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 transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject to the 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 Sub has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except terms. (b) The Board of Directors of Parent, at a meeting duly called and held in compliance 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 enforcement may be limited of immediately prior to the Effective Time; (ii) approved this Agreement, the Merger and the other transactions contemplated by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally this Agreement; and by general principles (iii) determined to recommend that the stockholders of equity Parent approve the amendment of the Certificate Amendment and the issuance of shares of Parent Common Stock in connection with the Merger (regardless of whether enforceability is considered in a proceeding in equity or at lawthe “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 sole shareholder of Merger Sub, has approved this Agreement.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its their obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption Transactions. The execution and delivery of this Agreement at by Parent and Sub and the Company Stockholders Meeting consummation by Parent and Sub of the affirmative vote Merger and the other Transactions have been duly authorized by all necessary corporate action on the part of holders Parent and Sub and, assuming for purposes of determining the absence of a majority of the outstanding shares of Company Common Stock entitled to required vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of Parent the accuracy of the representations and warranties of the Company set forth in accordance with Section 3.03 and the terms of this Agreement (the “Company Stockholders Meeting”). Except for compliance by the Company Stockholder Approvalwith its obligations under Section 5.01(a), no other corporate proceedings on the part of the Company Parent or Sub are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by Transactions. Parent, as the sole stockholder of Sub, has approved and adopted this Agreement. This Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company has been duly executed and delivered this Agreement by Parent and Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties thereto, this Agreement constitutes its a legal, valid and binding obligationobligation of Parent and Sub, as applicable, enforceable against it Parent and Sub, as applicable, in accordance with its terms except as enforcement may be limited by bankruptcyterms. (b) No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation applies to Parent with respect to this Agreement and no anti-takeover provision in the Parent Charter or the Parent Bylaws is, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)the Effective Time will be, applicable to the Merger, the Share Issuance or the other Transactions. For purposes of this Agreement, “Share Issuance” means the authorized issuance by Parent of the Parent Common Stock constituting Stock Consideration and of a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Company Stock Options to be assumed in accordance with Section 6.05.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power execution and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated delivery by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that consummation by the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other transactions contemplated hereby have been duly authorized by all necessary corporate proceedings action on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL)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 in accordance with its terms (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws other Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of equity (regardless of equitable remedies, whether enforceability is considered in a proceeding Proceeding at law or in equity or at lawequity). (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 the Company of this 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, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject onlysubject, in the case of the Merger, to the receipt of the GeoEye Stockholder Approval. The Board of Directors of GeoEye (the “GeoEye Board”), by resolutions duly adopted at a meeting duly called and held, has (i) determined that this Agreement and the Combination are in the best interests of GeoEye and its stockholders, (ii) adopted a resolution approving this Agreement, (iii) recommended that the stockholders of GeoEye adopt this Agreement and (iv) directed that such matters be submitted for consideration by GeoEye’s stockholders at a duly held meeting of such stockholders for such purpose (the “GeoEye Stockholders Meeting”). Such resolutions have not been amended or withdrawn as of the date of this Agreement. Except for the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company GeoEye Common Stock entitled to vote on such matter at the GeoEye Stockholders Meeting (the “Company GeoEye Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company GeoEye are necessary to authorize authorize, adopt or adopt approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company GeoEye has duly executed and delivered this 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 except as enforcement may be limited by bankruptcyterms. (b) To the Knowledge of GeoEye, insolvencyno “fair price”, reorganization “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 equity (regardless of whether enforceability is considered in a proceeding in equity or at law)GeoEye.

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the other transactions contemplated by this AgreementMerger, subject onlysubject, in the case of the Merger, to the adoption receipt of the Company Shareholder Approval. The Company Board has adopted resolutions, at a meeting duly called at which a quorum of directors of the Company was present, (a) determining that it is in the best interests of the Company and its shareholders, and declaring 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 consummation of the transactions contemplated thereby and (c) resolving to recommend that the Company’s shareholders approve this Agreement (the “Company Board Recommendation”) and directing that this Agreement be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Stockholders Meeting Shareholders Meeting”). Such resolutions have not been amended or withdrawn 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 on such matter at the Company Shareholders Meeting (the “Company Stockholder Shareholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting filing of the stockholders Certificate of Merger as required by the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder ApprovalGCC, no other vote or corporate proceedings on the part of the Company or its shareholders are necessary to authorize authorize, adopt or adopt approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL)Merger. 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 as enforcement may be limited by terms, subject in all respects to the effects of bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar laws affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exceptions”).

Authority; Execution and Delivery; Enforceability. The Each of the Company and the Company Operating Partnership has all the requisite corporate power and authority to execute and deliver this AgreementAgreement and each of the Ancillary Agreements to which it is, or will be, a party and, subject to perform its obligations hereunder and the Company Merger Approval, to consummate the Merger Transactions to which it is, or will be, a party. The execution and delivery by each of the Company and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption Company Operating Partnership of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority and each of the outstanding shares of Company Common Stock entitled Ancillary Agreements to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the executionwhich it is, delivery and performance of this Agreementor will be, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement a party and the Merger advisable and (iv) consummation by such Person of the Transactions to which it is, or will be, a party have been duly authorized by all necessary corporate, limited liability company, partnership or other comparable actions by such Person, subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders receipt of the Company in accordance with the terms of this Merger Approval. This Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company has been duly executed and delivered by the Company and the Company Operating Partnership and constitutes a valid and binding obligation by each of the Company and the Company Operating Partnership, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). Each of the Company and the Company Operating Partnership at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is contemplated, pursuant to this Agreement, to be a party and each Ancillary Agreement andto which it is contemplated, pursuant to this Agreement, to be a party will after the Closing constitute, assuming the due and valid authorization, execution and delivery thereof by Parent and Merger Subthe other parties thereto, this Agreement constitutes its the Company’s and/or the Company Operating Partnership’s, as applicable, legal, valid and binding obligation, enforceable against it the Company or the Company Operating Partnership, as applicable, in accordance with its terms terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally and or by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and the Company Stockholder Approval (as defined below) with respect to the Merger if required by Law, to consummate the Merger Transactions. The execution and delivery by the Company of this Agreement and the other transactions contemplated consummation by this Agreementthe Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject onlysubject, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders receipt of the Company Stockholder Approval (as defined in accordance with the terms of this Agreement (the “Company Stockholders Meeting”Section 3.04(c). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company has duly executed and delivered this Agreement andAgreement, 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 terms, except as enforcement to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally and by general 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"), 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 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 such person pursuant to the Offer, except to the extent of any 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 onlysubject, in the case of the Merger, to the adoption receipt of this Agreement the affirmative votes of not less than 50% of the holders of outstanding Common Shares and 8½% Preference Shares, voting as a single class, at the Company Stockholders Shareholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Shareholder Approval”). The Board of Directors of the Company Board (the “Company Board”) has unanimously 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) approved 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 AgreementAgreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iiiv) determined convening a meeting of the shareholders and, subject to Section 5.04, recommending that entering into this Agreement is fair to, the Company’s shareholders vote in favor of the adoption and in the best interests of, the Company and its stockholders, (iii) declared approval of this Agreement and the Statutory Merger advisable Agreement and (iv) subject to Section 5.02the transactions contemplated hereby and thereby, resolved to recommend that including the Company’s stockholders adopt this Agreement Merger, at a duly held meeting of such shareholders for such purpose (the “Company RecommendationShareholders Meeting”) (the foregoing (i) through (iv). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (, collectively, the “Company Stockholders MeetingBoard Recommendation”). Except for the Company Stockholder 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 appropriate merger documents as required by Merger Application with the DGCLRegistrar pursuant to the Bermuda Companies Act). 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 except except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity.

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject onlysubject, in the case of the Merger, to the adoption receipt of this Agreement at the Company Stockholders Meeting by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at the Company Stockholders Meeting (the “Company Stockholder Approval”). The Company Board has unanimously 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) approved determining that the terms of this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, (ii) determined that entering into this Agreement is fair toincluding the Merger, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend recommending that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit vote in favor of the adoption and approval of this Agreement to a vote and the transactions contemplated by this Agreement, including the Merger, at a duly held meeting of the such stockholders of the Company in accordance with the terms of this Agreement for such purpose (the “Company Stockholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by Certificate of Merger in accordance with the relevant provisions of the DGCL). 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 except except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity.

Authority; Execution and Delivery; Enforceability. The Company (a) Seller has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)Transactions. The Company Board has unanimously (i) approved the execution, delivery and performance by Seller of this Agreement, (ii) determined that entering into this Agreement each Transaction Document to which it is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement or is contemplated to be a party and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting consummation by Seller of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other Transactions have been duly authorized by all requisite corporate proceedings action on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL)Seller. The Company Seller has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Seller in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). At or prior to the Closing, Seller will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and or by general principles governing the availability of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawequitable remedies). (b) The Board of Directors of Seller, at a meeting duly called and held, duly adopted resolutions approving the entry into of this Agreement and the other Transaction Documents to which Seller is or is contemplated to be a party, the Acquisition and the other Transactions. No vote or consent of the holders of any class or series of capital stock of Seller is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) Match has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder and thereunder and, subject to receipt of the Match Stockholder Approval, to consummate the Merger Transactions. The execution and delivery by Match of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement, subject only, in the case Match of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting Transactions have been duly authorized by the affirmative vote Match Board of holders of a majority of Directors and the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair toMatch Separation Committee, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except except for the Company Match Stockholder Approval, no other corporate proceedings on the part of the Company Match are necessary to authorize the Transaction Documents to which it is or adopt this Agreement is contemplated to be a party or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the appropriate merger documents as required by the DGCL)Transactions. The Company Match has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other Parties, this Agreement constitutes its legal, valid and binding obligation, enforceable against Match in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Upon the execution and delivery by Match of each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and generally, or by general principles governing the availability of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawequitable remedies). (b) The Match Separation Committee has been duly authorized and constituted and at a meeting duly called and held has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Transactions, are fair to and in the best interests of Match and its stockholders, other than IAC and the IAC Affiliates, and (ii) recommended that the Match Board of Directors adopt resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Transactions, approving and declaring advisable that Match enter into this Agreement and the transactions contemplated hereby and recommending the adoption of this Agreement and the approval of the Specified Charter Amendment Provisions to the holders of Match Capital Stock (the “Match Separation Committee Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way. (c) At a meeting duly called and held, the Match Board of Directors, based on the Match Separation Committee Recommendation, has by unanimous vote of directors present (i) determined that this Agreement and the transactions contemplated hereby, including the Transactions, are fair to and in the best interests of Match and its stockholders, other than IAC and the IAC Affiliates, (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Transactions, (iii) resolved to recommend the adoption of this Agreement and the approval of the Specified Charter Amendment Provisions to the holders of Match Capital Stock and (iv) directed that this Agreement and the Specified Charter Amendment Provisions be submitted to the holders of Match Capital Stock for their adoption and approval (such recommendation, the “Match Board Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way. (d) The only votes or consents of holders of any class or series of capital stock of Match necessary to approve this Agreement and the Transactions are (i) the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of Match Capital Stock entitled to vote on such matter, voting together as a single class, to adopt this Agreement (the “Match Stockholder Approval”) and (ii) the affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match Capital Stock entitled to vote on such matter (other than any shares of Match Capital Stock owned, directly or indirectly, by (A) IAC and its Subsidiaries, (B) the members of the IAC Board of Directors and the IAC Section 16 Officers, (C) the members of the Match Board of Directors and the Match Section 16 Officers or (D) the immediate family members of any of the foregoing), voting together as a single class, to adopt this Agreement (the “Match Disinterested Stockholder Approval”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder and under this Agreement and, subject to obtaining the Company Shareholder Approval, to consummate the Merger Transactions. The execution, and the other transactions contemplated delivery by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair tothe performance and compliance by the Company with each of its obligations herein, and in the best interests ofconsummation 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 and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Shareholder Approval, and no other corporate proceedings on the part of the Company and no other shareholder votes are necessary to authorize this Agreement, the Plan of Merger or adopt this Agreement or to consummate the Merger consummation by the Company of the Transactions under the CICA and the other transactions contemplated by this Agreement (except for the filing memorandum and articles of association of the appropriate merger documents as required by the DGCL)Company. The Company has duly and validly executed and delivered this 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 terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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, reorganization 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 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 equity (regardless of whether enforceability is considered modified in a proceeding any way except in equity or at law)accordance with Section 5.5.

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power execution and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated delivery by this Agreement, subject only, in the case Purchaser of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting consummation by Purchaser of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, Transactions have been duly authorized by all necessary corporate or other organizational action and no other corporate proceedings action or proceeding on the part of the Company are Purchaser or its stockholders or other equityholders is necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL)Agreement. The Company Purchaser has duly executed and delivered this Agreement andAgreement, and this Agreement, assuming the due authorization, execution and delivery by Parent and Merger Sub, of this Agreement by Sellers, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by terms, subject to the effects of bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar laws affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding Proceeding in equity or at lawLaw). The execution and delivery by each of Purchaser and each other Affiliate of Purchaser that will be a party to a Transaction Agreement (such Affiliates, the “Purchasing Affiliates”) of each other Transaction Agreement to which it is or will be party and the consummation by each of Purchaser and each Purchasing Affiliate 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 Purchaser or any of the Purchasing Affiliates or any of their respective stockholders or other equityholders is necessary to authorize the Transaction Agreements or the Transactions. Each of Purchaser and each Purchasing Affiliate 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 such Transaction Agreement, assuming the due authorization, execution and delivery of such Transaction Agreement by a Seller or an Acquired Subsidiary, constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, 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 (whether considered in a Proceeding in equity or at Law).

Authority; Execution and Delivery; Enforceability. The Company (a) Sun has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger ▇▇▇ ▇▇▇▇▇▇ and the other transactions contemplated by this Agreement, subject only, in to the case receipt of the MergerSun Shareholders Approval and the Sun Certificate of Merger from the Companies Registrar. The Sun Board (and, to if appropriate, any committee thereof), at a meeting duly called and held in compliance with the adoption requirements of this Agreement at Israeli Companies Law and the Company Stockholders Meeting Sun Articles, has adopted resolutions, by the affirmative unanimous vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously all directors (i) approved approving the execution, delivery and performance of this Agreement, Agreement and the consummation of the Sun Merger upon the terms and subject to the conditions contained herein; (ii) determined determining that entering into this Agreement is fair to, and in the best interests of, the Company of Sun and its stockholdersshareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Sun Surviving Corporation will be unable to fulfill the obligations of Sun and its creditors as a result of the Sun Merger; (iii) declared declaring this Agreement and the Merger advisable transactions contemplated by this Agreement advisable; and (iv) subject to Section 5.02, resolved to recommend recommending that the CompanySun’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit shareholders vote in favor of the adoption of this Agreement and directing that such adoption be submitted to a vote Sun’s shareholders for approval at a meeting the Sun Shareholders’ Meeting. As of the stockholders of the Company in accordance with the terms of date Sun countersigns this Agreement (the “Company Stockholders Meeting”)Agreement, such resolutions have not been amended or withdrawn. Except for the Company Stockholder Sun Shareholder Approval, no other corporate proceedings on the part of the Company Sun are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement or to consummate the Sun Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCLIsraeli Companies Law). The Company ▇▇▇ has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent ▇▇▇▇▇▇▇, Parent, Trident Merger Sub and Sun Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited terms. (b) The affirmative vote of the holders of a majority of the Sun Ordinary Shares present in person or represented by bankruptcyproxy and voting at the Sun Shareholders’ Meeting approving the adoption of this Agreement, insolvencythe Sun Merger and the consummation of the other transactions contemplated hereby (the “Sun Shareholder Approval”), reorganization is the only vote of the holders of any class or similar laws affecting creditors’ rights generally series of Sun’s Capital Stock necessary to approve and by general principles adopt this Agreement, the Mergers and the consummation of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)the other transactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. The Company (a) Velodyne has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with its covenants and obligations hereunder and under this Agreement and, subject to the receipt of the Velodyne Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)Transactions. The Company Board has unanimously (i) approved the execution, execution and delivery and performance by ▇▇▇▇▇▇▇▇ of this Agreement, (ii) determined that entering into this Agreement is fair to, the performance and in the best interests of, the Company compliance by ▇▇▇▇▇▇▇▇ with each of its covenants and its stockholders, (iii) declared this Agreement obligations herein and the Merger advisable and (iv) consummation by Velodyne of the Transactions have been duly authorized by all necessary corporate action on the part of Velodyne, subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting receipt of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Velodyne Stockholder Approval, and no other corporate proceedings on the part of the Company Velodyne and no other stockholder votes are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement (except for the filing ▇▇▇▇▇▇▇▇ of the appropriate merger documents as required by the DGCL)Transactions. The Company ▇▇▇▇▇▇▇▇ has duly and validly executed and delivered this 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 terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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, reorganization unanimously 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, (ii) determining that the terms of this Agreement, 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 equity the holders of Velodyne Common Stock, Velodyne Preferred Stock or any other Equity Interests of Velodyne is necessary to consummate the Transactions. (regardless 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 whether enforceability is considered in a proceeding in equity or at lawthe 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, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby, subject onlyincluding the Merger, subject, in the case of the Merger, to the adoption receipt of the Company Shareholder Approval. The Company Board has adopted resolutions, at a meeting duly called at which a quorum of directors of the Company was present, (a) determining that it is in the best interests of the Company and its shareholders, and declaring 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 consummation of the transactions contemplated thereby and (c) resolving to recommend that the Company’s shareholders approve this Agreement (the “Company Board Recommendation”) and directing that this Agreement be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Stockholders Meeting Shareholders Meeting”). Such resolutions have not been amended or withdrawn 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 on such matter at the Company Shareholders Meeting (the “Company Stockholder Shareholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting filing of the stockholders Articles of Merger as required by the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder ApprovalIBCL, no other vote or corporate proceedings on the part of the Company or its shareholders are necessary to authorize authorize, adopt or adopt approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for hereby, including the filing of the appropriate merger documents as required by the DGCL)Merger. 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 as enforcement may be limited by terms, subject in all respects to the effects of bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar laws affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether enforceability is 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 power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject onlysubject, in the case of the Merger, to the receipt of the Company Stockholder Approval. The 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) approving the execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement is in the best interests of the Company and its stockholders, (iii) declaring this Agreement advisable and (iv) recommending that the Company’s stockholders adopt this Agreement and directing that this Agreement be submitted to the Company’s stockholders for adoption at a duly held meeting of such stockholders for such purpose (the “Company Stockholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at the Company Stockholders Meeting (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). 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 as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws Laws affecting creditors’ rights generally and by general principles of equity equity. (regardless b) The Company Board has adopted such resolutions as are necessary to render inapplicable to this Agreement, the Merger, the Voting Agreement and the other transactions contemplated hereby or thereby the restrictions on “business combinations” (as defined in Section 203 of whether enforceability is considered the DGCL) as set forth in a proceeding in equity Section 203 of the DGCL. No “fair price”, “moratorium”, “control share acquisition” or at law)other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger, the Voting Agreement or any of the other transactions contemplated hereby or thereby.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for collectively, the filing “Transactions”). The execution and delivery by the Company of this Agreement and the consummation by the Company of the appropriate merger documents as required Transactions have been duly authorized by all necessary corporate action on the DGCL)part of the Company, and no other corporate actions on the part of the Company are necessary to authorize this Agreement and to consummate the Transactions, subject to receipt of the Company Stockholder Approval. 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 terms, except as enforcement that such enforceability may be (i) limited by bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws of general application relating to or affecting creditors’ rights generally and by (ii) subject to general equitable principles of equity (regardless of whether enforceability is 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 a unanimous vote of all 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 power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions contemplated Transactions to be performed or consummated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by in accordance with the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance terms of this Agreement, (ii) determined that entering into this Agreement is fair to, . The execution and in the best interests of, delivery by the Company and its stockholders, (iii) declared of this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that consummation by the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other have been duly authorized by all necessary corporate proceedings action on the part of the Company are necessary to authorize or adopt this Agreement or to consummate Company, subject, in the Merger and the other transactions contemplated by this Agreement (except for the filing case of the appropriate merger documents Merger, to receipt of the Company Stockholder Approval (as required by the DGCLdefined in Section 3.04(c)). The Company has duly executed and delivered this Agreement 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, duly and unanimously adopted resolutions (i) adopting this Agreement and approving the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms except of this Agreement, (ii) determining that the terms of the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement are fair to and in the best interests of the Company and its stockholders, (iii) directing that this Agreement be submitted to a vote at the Company Stockholders Meeting and (iv) recommending that the Company's stockholders approve this Agreement. The Company hereby confirms that (A) the Company does not qualify as enforcement may be limited by bankruptcya "resident domestic corporation", insolvencyas such term is defined in Section 78.427 of the NRS and used in Sections 78.438 through 78.444 of the NRS, reorganization and (B) 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 Merger or any other Transaction to be performed or consummated by the Company in accordance with the terms of this Agreement. (c) The only vote of holders of any class or series of the capital stock of the Company necessary to approve this Agreement and the Merger is the approval of this Agreement by general principles a majority of equity the voting power of the holders of the outstanding Company Common Stock (regardless the "Company Stockholder Approval"). The affirmative vote of whether enforceability the holders of Company Common Stock, or any of them, is considered not necessary to consummate any Transaction to be performed or consummated by the Company in a proceeding in equity or at law)accordance with the terms of this Agreement other than the Merger.

Authority; Execution and Delivery; Enforceability. (a) The Company and Company OP each has all requisite corporate or limited partnership power and authority authority, as applicable, to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and receipt of the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)Transactions. The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, by the Company and its stockholders, (iii) declared the Company OP of this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that consummation by the Company submit and the adoption of this Agreement to a vote at a meeting Company OP of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other Transactions have been duly authorized by all necessary corporate proceedings action on the part of the Company and partnership action on the part of Company OP, respectively, and no other corporate or partnership actions on the part of the Company or the Company OP are necessary to authorize or adopt this Agreement or to consummate Agreement, the Merger or the other Transactions, subject to receipt of the Company Stockholder Approval. Each of the Company and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company OP has duly executed and delivered this Agreement 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 obligationobligation of each of the Company and the Company OP, enforceable against it each of the Company and the Company OP in accordance with its terms terms, except as enforcement that such enforceability may be (i) limited by bankruptcy, insolvency, reorganization reorganization, moratorium and other similar Laws of general application relating to or similar laws affecting creditors’ rights generally and by (ii) subject to general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) (clauses (i) and (ii), the “Bankruptcy and Equity Exception”). (b) The Company Board, at a meeting duly called and held, duly adopted resolutions (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 and in the best interests of the Company and (iii) recommending that the Company’s stockholders approve the Company Merger. (c) The Company, as the sole general partner of the Company OP, has adopted this Agreement and approved the Partnership Merger and the other Transactions (the “Company OP GP Approval”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Company Stockholder Approval, to consummate the Merger Transactions. The execution and delivery by the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption Company of this Agreement at and the consummation by the Company Stockholders Meeting of the Transactions have been duly authorized by the affirmative Company Board, by unanimous vote of holders of those present at a majority of meeting duly called and determined that the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance terms of this AgreementAgreement are advisable for, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, . The Company Board at such meeting also unanimously resolved to recommend that the Company’s stockholders approve and adopt this Agreement, and has directed that this Agreement be submitted to the Company’s stockholders for adoption at a duly held meeting of such stockholders (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Stockholder Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL)Transactions. 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 as enforcement may be limited by bankruptcyterms. (b) No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company Charter (including Article Ninth) or the Company Bylaws is, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)the Effective Time will be, applicable to the Merger or the other Transactions. The Company Board has taken or caused to be taken all action so that Parent and Sub will not be prohibited from entering into a “business combination” with the Company or any of its Affiliates as an “interested stockholder” (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the Merger or the other Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) CTWS has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject onlysubject, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority receipt of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder CTWS Shareholder Approval”). The Company CTWS Board has unanimously adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of CTWS was present, (i) approved the execution, delivery approving and performance of adopting this Agreement, (ii) determined determining that entering into this Agreement is fair to, and in the best interests of, the Company of CTWS and its stockholdersshareholders, (iii) declared declaring this Agreement and the Merger advisable advisable, and (iv) subject to Section 5.02, resolved to recommend recommending that the CompanyCTWS’s stockholders adopt shareholders approve this Agreement and directing that this Agreement 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”). The Company Board has unanimously directed that Such resolutions have not been amended or withdrawn as of the Company submit date of this Agreement. Except for the adoption of this Agreement by the affirmative vote of at least two-thirds of the voting power of outstanding CTWS Common Shares entitled to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement CTWS Shareholders Meeting (the “Company Stockholders MeetingCTWS Shareholder Approval”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company CTWS are necessary to authorize authorize, adopt or adopt approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCLCBCA). The Company CTWS has duly executed and delivered this 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 terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws Laws affecting creditors’ rights generally and by general principles of equity equity. (regardless b) The CTWS Board (including a majority of whether enforceability is considered 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 proceeding result of this Agreement, the Merger or any of the other transactions contemplated by this Agreement in equity or at law)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. (a) The Company has all requisite corporate power power, authority and authority legal capacity to execute and deliver this AgreementAgreement and each Ancillary Agreement to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the Merger Transactions and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)hereby and thereby. The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement and the Ancillary Agreements to which the Company is fair toa party, and in the best interests ofconsummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all required action on the part of the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that Board of Directors of the Company’s stockholders adopt this Agreement Company (the “Company RecommendationBoard”). The Company Board has unanimously directed that the Company submit ) and, except for the adoption of this Agreement to a vote at a meeting of and the stockholders of Ancillary Agreements and the Company in accordance with transactions contemplated hereunder and thereunder by the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder ApprovalStockholders, no other corporate or other proceedings on the part of the Company or the Company Board are necessary to authorize this Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby. (b) Except for the execution of this Agreement by the Stockholders and the consents required pursuant to Section 6.1(c), no other vote of or action by the stockholders of the Company or any other Person is required to adopt and approve this Agreement or to consummate the Merger and Transactions or the other transactions contemplated by this hereby. (c) This Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company has been duly authorized, executed and delivered this Agreement andand constitutes, 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 (i) except as enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar 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 of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject onlysubject, in the case of the Merger, to the receipt of the Company Stockholder Approval. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of the Company was present, (i) approving the execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement is in the best interests of the Company and its stockholders, (iii) declaring this Agreement advisable and (iv) recommending that the Company’s stockholders adopt this Agreement and directing that this Agreement be submitted to the Company’s stockholders for adoption at a duly held meeting of such stockholders for such purpose (the “Company Stockholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at the Company Stockholders Meeting (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company or of any Company Subsidiary are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). 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 as enforcement may be limited by bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity equity. (regardless b) The Company 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 “business combinations” (as defined in Section 203 of whether enforceability is considered the DGCL) as set forth in a proceeding in equity Section 203 of the DGCL. No “fair price”, “moratorium”, “control share acquisition” or at law)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 necessary power and authority to enter into, execute and deliver this AgreementAgreement and any Ancillary Agreement to which it is a party, to perform and comply with each of its obligations hereunder under this Agreement and such Ancillary Agreements and, subject to the receipt of the Company Shareholder Approval and compliance with Regulatory Laws, to consummate the Merger Transactions and the other transactions contemplated by this Agreement, subject onlythereby, in the case of the Mergereach case, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement and the Ancillary Agreements to which it is a party. The adoption, execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party, the performance and compliance by the Company with each of its obligations herein and therein, and the consummation by it of the Transactions and the transactions contemplated by such Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company, subject to receipt of the Company Shareholder Approval, and no other corporate Proceedings on the part of the Company and no other shareholder votes are necessary to authorize this Agreement or the consummation by the Company of the Transactions. The Company has duly and validly executed and delivered this Agreement and the Ancillary Agreements to which it is a party dated on or before the date hereof and, assuming the due authorization, execution and delivery by ▇▇▇▇▇▇ and Merger Sub, this Agreement and each Ancillary Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The Company Board, at a meeting duly called and held, unanimously (with the management director recusing himself) duly adopted resolutions (which, as of the execution and delivery of this Agreement by the parties hereto, have not been rescinded, modified or withdrawn in any way and are in full force and effect) (A) determining that this Agreement (including the Plan of Merger), the Ancillary Agreements to which the Company is a party and the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements are advisable, fair to and in the best interests of the Company and its shareholders, (B) approving this Agreement, including the Plan of Merger (such approval having been made in accordance with the MBCA, including for purposes of Section 302A.613, Subd. 1, thereof), the Ancillary Agreements to which the Company is a party and the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements, and declaring that this Agreement (including the Plan of Merger), the Ancillary Agreements to which the Company is a party and the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements are advisable, fair to and in the best interests of the Company and its shareholders, (C) directing that this Agreement, including the Merger (including the Plan of Merger), be submitted to the shareholders of the Company for its adoption and approval, and (D) recommending that the Company’s shareholders adopt and approve this Agreement (including the Plan of Merger) and the Transactions, including the Merger (the “Company Stockholders MeetingBoard Recommendation”). (c) The only vote or consent of holders of any class or series of Shares or other Equity Interests of the Company necessary to adopt or approve this Agreement and the Ancillary Agreements to which the Company is a party and to consummate the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements is the affirmative vote or consent of holders of a majority of the Shares that are outstanding and entitled to vote thereon at the Company Meeting (the “Company Shareholder Approval”). No other vote of the holders of Shares or any other Equity Interests of the Company is necessary to consummate the Transactions. Except for the Company Stockholder ApprovalShareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, the Ancillary Agreements to which the Company is a party, the performance by the Company of its covenants or adopt this Agreement obligations hereunder or to consummate thereunder or the Merger and consummation of the Transactions or the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). 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 as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)such Ancillary Agreements.

Authority; Execution and Delivery; Enforceability. The Company (a) Holdings has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder and under this Agreement and, subject to the receipt of the Holdings Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)Transactions. The Company Board has unanimously (i) approved the execution, execution and delivery and performance by Holdings of this Agreement, (ii) determined that entering into this Agreement is fair to, the performance and in the best interests of, the Company and compliance by Holdings with each of its stockholders, (iii) declared this Agreement obligations herein and the Merger advisable and (iv) consummation by Holdings of the Transactions have been duly authorized by all necessary corporate action on the part of Holdings, subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting receipt of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Holdings Stockholder Approval, and no other corporate proceedings on the part of the Company Holdings and no other stockholder votes are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement (except for the filing Holdings of the appropriate merger documents as required by the DGCL)Transactions. The Company Holdings has duly and validly executed and delivered this 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 terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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, reorganization 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 and the Transactions are fair to, 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 equity a majority of the shares of Holdings Common Stock outstanding and entitled to vote thereon at the Holdings Stockholders Meeting (regardless the “Holdings Stockholder Approval”). No other vote of whether enforceability the holders of Holdings Common Stock or any other Equity Interests of Holdings is considered in a proceeding in equity or at law)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 hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject onlysubject, in the case of the Merger, to the adoption receipt of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders votes of a majority of the votes cast by holders of outstanding shares of Common Shares at the Company Common Stock entitled to vote on such matter Shareholders Meeting (the “Company Stockholder Shareholder Approval”). The Board of Directors of the Company Board (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, (i) approved 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) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Statutory Merger advisable Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.025.04, resolved to recommend convening a meeting of the shareholders and recommending that the Company’s stockholders adopt 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 Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders 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 Stockholder 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 appropriate merger documents as required by Merger Application with the DGCLRegistrar pursuant to the Bermuda Companies Act). 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 except except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, Agreement and the Transaction Agreements to perform its obligations hereunder which it is a party and to consummate the Merger Transactions to which it is a party. The execution and delivery by the Company of this Agreement and each of the Transaction Agreements to which it is a party and the other transactions contemplated consummation by this Agreementthe 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 onlysubject, in the case of the Merger, to the adoption receipt of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company has duly executed and delivered this Agreement, and each Transaction Agreement andto which it is a party and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by Parent the other parties hereto and Merger Subthereto, 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 duly and unanimously adopted resolutions (i) approving this Agreement and the other Transaction Agreements, the Merger and the other Transactions, (ii) determining that the terms except as enforcement of the Merger and the other Transactions are fair to and in the best interests of the stockholders of the Company, (iii) directing that this Agreement be submitted to a vote of the Company’s stockholders, (iv) recommending that the Company’s stockholders adopt this Agreement and (v) declaring that this Agreement is advisable. Such resolutions are sufficient to render inapplicable to Parent and Acquisition Sub, this Agreement and the other Transaction Agreements, and the Merger and the other Transactions the restrictions on “business combinations” contained in Section 203 of the DGCL to the extent it is applicable. 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 and the other Transaction Agreements, the Merger or any other Transaction. (c) The only consent or vote 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”), which may be limited effected either by bankruptcythe written consent or the affirmative vote at a stockholders meeting of the holders of a majority of the outstanding Company Common Stock. The written consent or affirmative vote of the holders of Company Capital Stock, insolvencyor any of them, reorganization is not necessary to approve any Transaction Agreement other than this Agreement or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)to consummate any Transaction other than the Merger.

Authority; Execution and Delivery; Enforceability. The Company (a) Pine has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject onlysubject, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority receipt of the outstanding shares Pine Stockholder Approval. The Board of Company Common Stock entitled to vote on such matter Directors of Pine (the “Company Stockholder ApprovalPine Board”). The Company Board ) has unanimously adopted resolutions, by unanimous vote of those present at a meeting duly called at which a quorum of directors of Pine was present, (i) approved approving the execution, delivery and performance of this Agreement, (ii) determined determining that entering into this Agreement is fair to, and in the best interests of, the Company of Pine and its stockholders, (iii) declared declaring this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend recommending that the CompanyPine’s stockholders adopt this Agreement and directing that this Agreement be submitted to Pine’s stockholders for adoption at a duly held meeting of such stockholders for such purpose (the “Company RecommendationPine Stockholders Meeting”). The Company Board has unanimously directed that As of the Company submit date of this Agreement, such resolutions have not been amended or withdrawn. Except for the adoption of this Agreement by the affirmative vote of a majority of the outstanding shares of Pine Common Stock entitled to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement Pine Stockholders Meeting (the “Company Stockholders MeetingPine Stockholder Approval”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company Pine are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company Pine has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubCedar, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except terms. (b) The Pine Board has adopted such resolutions as enforcement may be limited are necessary to render inapplicable to this Agreement, the Merger and the other transactions contemplated by bankruptcythis Agreement the restrictions on “business combinations” (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL. No “fair price”, insolvency“moratorium”, reorganization “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 equity (regardless of whether enforceability is considered in a proceeding in equity or at law)this Agreement.

Authority; Execution and Delivery; Enforceability. The Company Seller has all the requisite corporate power and authority to execute and deliver this Agreementdeliver, and, subject to the effectiveness of the Seller Stockholder Approval, to perform its obligations hereunder under, and to consummate the Merger and the other transactions contemplated to be consummated by it pursuant to, this Agreement, subject onlyincluding the transfer of the Interests, as applicable, and the 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 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 case definition thereof) to authorize the execution and delivery of, and the performance of its obligations under, and the consummation of the Mergertransactions contemplated to be consummated by it or such Affiliate pursuant to, this Agreement, as applicable, and the Ancillary Documents to which it or such Affiliate will be a party. The Seller Stockholder Consent, which has been executed and delivered to Purchaser and which became effective immediately following the adoption approval by the board of directors of Seller of this Agreement at and prior to the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, execution and delivery and performance of this Agreement, (iia) determined that entering into this Agreement is fair to, the only vote or approval of the holders of any class or series of equity securities of Seller necessary to adopt and in the best interests of, the Company and its stockholders, (iii) declared approve this Agreement and the Merger advisable transactions contemplated hereby and (ivb) subject has been obtained in compliance with Section 228 of the DGCL and Seller’s Organizational Documents. This Agreement and the Ancillary Documents to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement which Seller and its Affiliates (the “Company Recommendation”). The Company Board has unanimously directed that including the Company submit the adoption of this Agreement to Group) will be a vote at a meeting of the stockholders of party, upon Seller’s and its Affiliates’ (including the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder ApprovalGroup) execution and delivery hereof and thereof will be, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company has duly executed and delivered this Agreement andby Seller and its Affiliates (including the Company Group), 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 except their respective terms, subject, as enforcement may be limited by to enforcement, to applicable bankruptcy, insolvency, reorganization or similar laws reorganization, moratorium and other Laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by general principles of equity Law (regardless of whether enforceability is considered in a proceeding Proceeding in equity or at law) (the “Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. The Company (a) GSM has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder and under this Agreement and, subject to the receipt of the GSM Shareholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, Transactions applicable to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)it. The Company Board has unanimously (i) approved the execution, execution and delivery and performance by GSM of this Agreement, (ii) determined that entering into this Agreement is fair tothe performance and compliance by GSM with each of its obligations herein and the consummation by GSM of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of GSM, subject to receipt of the GSM Shareholder Approval, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company GSM and no shareholder votes are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated consummation by this Agreement (except for the filing GSM of the appropriate merger documents as required by the DGCL)Transactions to which it is a party. The Company GSM has duly and validly executed and delivered this 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 terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, 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, reorganization 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 this Agreement, 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 equity (regardless the holders of whether enforceability GSM Common Stock or any other Equity Interests of GSM is considered in a proceeding in equity or at law)necessary to consummate the 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 AgreementAgreement and each Ancillary Agreement to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”)hereby and thereby. The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject Ancillary Agreements to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that which the Company submit is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all required action on the part of the Company and, except for (i) the adoption of this Agreement to a vote at a meeting and the Ancillary Agreements and the transactions contemplated hereunder and thereunder by the holders of the stockholders Common Stock and (ii) the filing and recordation of appropriate merger documents as required by the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder ApprovalDGCL, no other corporate or other proceedings on the part of the Company are necessary to authorize this Agreement, the Ancillary Agreements and the 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 (except for the filing of the appropriate merger documents as required by the DGCL). The Company has been duly authorized, executed and delivered this Agreement andand constitutes, 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 (i) except as enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar 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 of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case hereby. Such vote of the MergerStockholders, if any, as is required to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved authorize the execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby has been obtained (ii) determined that entering into this Agreement is fair tothe “Stockholder Approval”), and in the best interests of, all other company acts and other proceedings required to be taken by the Company and its stockholders▇▇▇▇▇ ▇▇, (iii) declared 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 Merger advisable other Transaction Documents and (iv) subject to Section 5.02the 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 the Company and each constitutes a legal, resolved to recommend that valid and binding obligation of the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of , enforceable against the Company 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. (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 terms of this Agreement (transactions contemplated hereby, including without limitation the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part sale and delivery of the Company are necessary to authorize or adopt this Stock. This Agreement or to consummate the Merger and each of the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company Transaction Documents has been duly executed and delivered this Agreement and, assuming by each of the due authorization, execution Stockholders and delivery by Parent and Merger Sub, this Agreement constitutes its a legal, valid and binding obligationobligation of each of the Stockholders, enforceable against it them in accordance with its terms terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws other Applicable Law affecting enforcement of creditors’ rights generally and or by general principles of equity 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. (regardless 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 whether enforceability the LLC Member as is considered 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 proceeding legal, valid and binding obligation of ▇▇▇▇▇ ▇▇, enforceable against ▇▇▇▇▇ ▇▇ in equity accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or at law)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) Each of the IAC Parties has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder and thereunder and, subject to the receipt of the IAC Required Stockholder Approval, to consummate the Merger Transactions to which it is a party. The execution and delivery by each of the IAC Parties of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement, subject only, in the case each of the Merger, IAC Parties of the Transactions to the adoption of this Agreement at the Company Stockholders Meeting which it is a party have been duly authorized by the affirmative vote respective Boards of holders Directors of a majority IAC and New IAC and the sole member of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair toNew Match Merger Sub, and in except for the best interests of, the Company and its stockholders, (iii) declared this Agreement IAC Stockholder Approval and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company New IAC Stockholder Approval, no other corporate proceedings on the part of the Company any IAC Party are necessary to authorize the Transaction Documents to which it is or adopt this Agreement is contemplated to be a party or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the appropriate merger documents as required by Transactions to which it is a party. Each of the DGCL). The Company IAC Parties has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other Parties, this Agreement constitutes its legal, valid and binding obligation, enforceable against each of the IAC Parties in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). Upon the execution and delivery by each of the IAC Parties of each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws Laws affecting creditors’ rights generally generally, or by principles governing the availability of equitable remedies). IAC has delivered to Match a copy of the written consent of the sole member of New Match Merger Sub approving this Agreement. (b) The IAC Board of Directors has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Transactions, are in the best interests of IAC and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Transactions, (iii) declared advisable each of the Reclassification Charter Amendments and the Post-Merger Amendments to the New Match Charter and resolved to recommend the approval of the Reclassification Charter Amendments, the Post-Merger Amendments to the New Match Charter, the New Match Common Stock Issuance and the IAC/InterActiveCorp 2020 Stock and Annual Incentive Plan to the holders of IAC Capital Stock (such recommendation, the “IAC Board Recommendation”) and (iv) directed that the Reclassification Charter Amendments, the Post-Merger Amendments to the New Match Charter, the New Match Common Stock Issuance and the IAC/InterActiveCorp 2020 Stock and Annual Incentive Plan be submitted to the holders of IAC Capital Stock for their approval. As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way. (c) The only votes or consents of holders of any class or series of capital stock of IAC necessary to approve this Agreement and the Transactions are (i) the approval, in one or more proposals, of the Transaction-Related Reclassification Charter Amendments by general principles (1) the affirmative vote of equity the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC Common Stock entitled to vote on such matter, voting as a separate class, (regardless 2) the affirmative vote of whether enforceability the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC Class B Common Stock entitled to vote on such matter, voting as a separate class and (3) the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC Capital Stock entitled to vote on such matter, voting together as a single class, (ii) the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC Capital Stock entitled to vote on such matter, voting together as a single class, to approve, in one or more proposals, the amendments to the certificate of incorporation of IAC in the form set forth on Exhibit 2.02(b) to this Agreement, (iii) the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC Capital Stock entitled to vote on such matter, voting together as a single class, to approve, in one or more proposals, the Post-Merger Amendments to the New Match Charter, (iv) assuming a quorum is considered present, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter to approve the issuance of IAC Class M Common Stock in connection with the Transactions and in the IAC Class M Equity Offering (the “New Match Common Stock Issuance”) and (v) assuming a proceeding quorum is present, the affirmative vote of a majority of the voting power of the shares present in equity person or at lawrepresented by proxy and entitled to vote on the matter to approve the IAC/InterActiveCorp 2020 Stock and Annual Incentive Plan ((i), (ii), (iii), (iv) and (v), the “IAC Stockholder Approval,” and (i), (iv) and (v) the “IAC Required Stockholder Approval”).

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power execution and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated delivery by this Agreement, subject only, in the case Sellers of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting consummation by Sellers of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, Transactions have been duly authorized by all necessary corporate or other organizational action and no other corporate proceedings action or proceeding on the part of the Company are Sellers or their respective equityholders is necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCLincluding any shareholder vote or approval). The Company has Sellers have duly executed and delivered this Agreement andAgreement, and 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 except as enforcement may be limited by terms, subject to the effects of bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar laws affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding Proceeding in equity or at lawLaw).

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby, subject onlyincluding the Merger, subject, in the case of the Merger, to the adoption receipt of the Company Shareholder Approval. The Company Board has adopted resolutions, at a meeting duly called at which a quorum of directors of the Company was present, (a) determining that it is in the best interests of the Company and its shareholders, and declaring 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 consummation of the transactions contemplated thereby and (c) resolving to recommend that the Company’s shareholders approve this Agreement (the “Company Board Recommendation”) and directing that this Agreement be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Stockholders Meeting Shareholders Meeting”). Such resolutions have not been amended or withdrawn 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 on such matter at the Company Shareholders Meeting (the “Company Stockholder Shareholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting filing of the stockholders Articles of Merger as required by the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder ApprovalKGCC, no other vote or corporate proceedings on the part of the Company or its shareholders are necessary to authorize authorize, adopt or adopt approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for hereby, including the filing of the appropriate merger documents as required by the DGCL)Merger. 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 as enforcement may be limited by terms, subject in all respects to the effects of bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar laws affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether enforceability is 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 power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions contemplated Transactions to be performed or consummated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by in accordance with the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance terms of this Agreement, (ii) determined that entering into this Agreement is fair to, . The execution and in the best interests of, delivery by the Company and its stockholders, (iii) declared of this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that consummation by the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other have been duly authorized by all necessary corporate proceedings action on the part of the Company are necessary to authorize or adopt this Agreement or to consummate Company, subject, in the Merger and the other transactions contemplated by this Agreement (except for the filing case of the appropriate merger documents Merger, to receipt of the Company Stockholder Approval (as required by the DGCLdefined in Section 3.04(c)). The Company has duly executed and delivered this Agreement 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, duly [and unanimously] adopted resolutions (i) adopting this Agreement and approving the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms except of this Agreement, (ii) determining that the terms of the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement are fair to and in the best interests of the Company and its stockholders, (iii) directing that this Agreement be submitted to a vote at the Company Stockholders Meeting and (iv) recommending that the Company's stockholders approve this Agreement. The Company hereby confirms that (A) the Company does not qualify as enforcement may be limited by bankruptcya "resident domestic corporation", insolvencyas such term is defined in Section 78.427 of the NRS and used in Sections 78.438 through 78.444 of the NRS, reorganization and (B) 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 Merger or any other Transaction to be performed or consummated by the Company in accordance with the terms of this Agreement. (c) The only vote of holders of any class or series of the capital stock of the Company necessary to approve this Agreement and the Merger is the approval of this Agreement by general principles a majority of equity the voting power of the holders of the outstanding Company Common Stock (regardless the "Company Stockholder Approval"). The affirmative vote of whether enforceability the holders of Company Common Stock, or any of them, is considered not necessary to consummate any Transaction to be performed or consummated by the Company in a proceeding in equity or at law)accordance with the terms of this Agreement 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, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions contemplated by this AgreementTransactions, subject only, in the case of the Merger, only to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Company Stockholder ApprovalRequisite Vote”). The Company Board has unanimously (i) approved the execution, execution and delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, by the Company and its stockholders, (iii) declared of this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that consummation by the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other Transactions have been duly authorized by all necessary corporate proceedings action on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL)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 insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and remedies, or by general principles of equity (regardless governing the availability of equitable remedies, whether enforceability is considered in a proceeding Proceeding at law or in equity and except as rights to indemnity and contribution may be limited by state or at lawFederal 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 AgreementAgreement and, subject to perform its obligations hereunder and receipt of the Company Stockholder Approval, to consummate the Merger Transactions. The execution and delivery and performance by the Company of this Agreement and the other transactions contemplated consummation by this Agreementthe Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject onlysubject, in the case of the Merger, to the adoption receipt of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company has duly executed and delivered this Agreement andAgreement, 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 terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent transfer or conveyance or similar laws affecting applicable Laws 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 equity the outstanding shares of Company Common Stock (regardless of whether enforceability is considered in a proceeding in equity or at lawthe “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. (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 AgreementTransactions, subject only, in to the case receipt of the Merger, to Company Shareholder Approval and the adoption of this Agreement Minority Shareholder Approval. (b) The Special Committee has been duly authorized and constituted and at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board meeting duly called and held has unanimously (i) determined that the Per Share Merger Consideration constitutes fair value for each 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, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Statutory Merger advisable Agreement, the Merger and the other Transactions by the Company; and (iv) subject to Section 5.025.03, resolved to recommend recommended that the Company’s stockholders adopt shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement, the Merger and the other Transactions, at a duly held meeting of such holders for such purpose (the “Company RecommendationShareholders Meeting”). The Company Board has unanimously directed that . (c) Except for any Adverse Recommendation Change made after the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company Date and in accordance with Section 5.03, the terms resolutions and determinations of the Special Committee referenced in this Agreement Section 3.04 have not been amended or withdrawn. (the “Company Stockholders Meeting”). d) Except for the Company Stockholder Shareholder Approval and the Minority Shareholder Approval, no other corporate proceedings on the part of the Company Company, its Subsidiaries or its shareholders 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 Transactions (except for executing and delivering the Statutory Merger Agreement and the filing of the appropriate merger documents as required by Merger Application with the DGCLRegistrar pursuant to the Bermuda Companies Act). . (e) The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger SubSub (and by Sumitomo for purposes of Section 9.13), this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject onlysubject, in the case of the Merger, to the adoption affirmative vote of this Agreement shareholders representing two-thirds or more of the voting power of the Company Shares present and voting in person or by proxy at the Company Stockholders Shareholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Shareholder Approval”). The Company Board has unanimously 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) approved approving the execution, delivery and performance of this AgreementAgreement and the Cayman Plan of Merger, (ii) determined determining that entering into this Agreement and the Cayman Plan of Merger is fair to, and in the best interests of, of the Company and its stockholdersshareholders, (iii) declared declaring this Agreement and the Cayman Plan of Merger advisable and (iv) subject to Section 5.02, resolved to recommend recommending that the Company’s stockholders shareholders adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement and the Cayman Plan of Merger be submitted to the Company’s shareholders for adoption at a duly held meeting of such shareholders for such purpose (the “Company RecommendationShareholders Meeting”). The Company Board has unanimously directed that As of the Company submit the adoption date of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”)Agreement, such resolutions have not been amended or withdrawn. Except for the Company Stockholder Shareholder Approval, no other corporate proceedings action on the part of the Company are is necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger Cayman Plan of Merger and other documents as required by to effect the DGCLMerger pursuant to the Cayman Companies Law). 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 except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws Laws affecting creditors’ rights generally and by general principles of equity. (b) 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. There are no rights plans, anti-takeover plans or other Contracts or understandings to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound with respect to their respective equity (regardless of whether enforceability is considered in a proceeding in equity or at law)securities.

Authority; Execution and Delivery; Enforceability. The Company Purchaser has all requisite corporate power and authority to execute and deliver this Agreement, Agreement and each of the Related Documents to perform its obligations hereunder which it will be a party and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement, subject onlyAgreement has been and, in the case of the MergerRelated Documents to which it will be a party, to will be when delivered, and the adoption consummation of this Agreement at the Company Stockholders Meeting transactions contemplated hereby has been and the consummation of the transactions contemplated by the affirmative vote of holders of Related Documents to which it will be a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the executionparty will be when delivered, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other duly authorized by all requisite corporate proceedings action on the part of the Company are necessary to authorize or adopt this Purchaser. This Agreement or to consummate the Merger has been, and the other transactions contemplated by this Agreement (except for the filing upon its execution and delivery each of the appropriate merger documents as required by Related Documents to which the DGCL). The Company has Purchaser will be a party will be, duly and validly executed and delivered this by the Purchaser. This Agreement andconstitutes, assuming the due authorization, and upon its execution and delivery by Parent and Merger Subeach of the Related Documents to which the Purchaser will be a party will constitute, assuming that this Agreement constitutes its legaland each of the Related Documents to which the Company, the Sellers’ Representative and/or the Sellers will be a party have been duly authorized, executed and delivered by such Sellers’ Representative, the Sellers, and the Company as applicable, a valid and binding obligationobligation of the Purchaser, enforceable against it in accordance with its terms except as enforcement may be limited by terms, in each case subject to applicable bankruptcy, insolvency, reorganization or reorganization, moratorium and similar laws 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). As part of the approvals required in equity or at law)connection with this Agreement and the Related Documents, Purchaser has approved and adopted the current option plan of the Company and that any KIDS Stock to be issued to the Option Holders on account of the Purchase Price shall be issued pursuant to such approved and adopted option plan as the sole remaining obligation pursuant to such plan and Purchaser has provided Sellers’ Representative evidence of its approval.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance by the Acquired Companies of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that consummation by the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting Acquired Companies of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger Acquired Companies in accordance with such Acquired Company’s Organizational Documents and the other transactions contemplated by this Agreement (except for the filing applicable Law. Each of the appropriate merger documents as required by the DGCL). The Company Acquired Companies 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 (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws other Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of equity (regardless of equitable remedies, whether enforceability is considered in a proceeding Proceeding at law or in equity or at law(collectively, “Creditors’ Rights”)). (b) (i) NPOG Parent, as the sole member of NPOG, and (ii) COG Parent, as the sole member of COG, in each case, has approved and adopted this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, upon the terms and subject to the conditions contained herein, concurrently with its execution. None of the foregoing actions by NPOG Parent, as the sole member of NPOG, or COG Parent, as the sole member of COG, have been rescinded or modified in any way. The only vote of holders of any class or series of equity interests of NPOG or COG necessary to approve this Agreement and to consummate the transactions contemplated hereby, including the Mergers, is the Acquired Companies Equityholder Approval.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and the Company Stockholder Approval (as defined in Section 3.04(c)) with respect to the Merger if required by Law (as defined in Section 3.05(a)), to consummate the Merger transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the other consummation by the Company of the transactions contemplated hereby have been duly authorized by this Agreementall necessary corporate action on the part of the Company, subject onlysubject, in the case of the Merger, to the adoption receipt of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company has duly executed and delivered this Agreement andAgreement, 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 terms, except as enforcement to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally and by general 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, 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 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 the holders of not 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. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger Offer and the other transactions contemplated by this Agreement, subject only, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder ApprovalTransactions”). The Company Board has unanimously (i) approved that are to be consummated by the executionCompany, delivery and performance all in accordance with the terms of this Agreement, (ii) determined that entering into this Agreement is fair to, . The execution and in the best interests of, delivery by the Company and its stockholders, (iii) declared of this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that consummation by the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company Transactions in accordance with the terms of this Agreement (have been duly authorized by all necessary corporate action on the “Company Stockholders Meeting”). Except for part of the Company Stockholder Approval, and no other corporate proceedings on the part of the Company are necessary to authorize or adopt approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL)Transactions. The Company has duly executed and delivered this Agreement 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 except as enforcement may be limited by terms, subject to bankruptcy, insolvency, reorganization fraudulent transfer, moratorium and other similar Laws of general applicability relating to or similar laws affecting creditors’ rights generally and to general equity principles. (b) The Special Committee, which consists of all the non-employee members of the Company Board, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms and conditions of the Offer 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 accept the Offer and tender their Shares thereunder to Acquirer. (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 Offer 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 accept the Offer and tender their Shares thereunder to Acquirer. Such resolutions and the previous actions taken by general principles the Company Board are sufficient to render inapplicable the provisions of equity Section 203 of the DGCL to (regardless A) this Agreement, (B) the consummation of whether enforceability is considered in a proceeding in equity the Offer and (C) the other Transactions. No other state takeover statute or at law)similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Offer or any other Transaction.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and the receipt of the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the consummation 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 onlysubject, in the case of the Merger, to the adoption receipt of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company has duly executed and delivered this Agreement andAgreement, 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 except of 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 this 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 enforcement may be limited by bankruptcysuch 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”, insolvency“moratorium”, reorganization “control share acquisition” or other 25 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 equity a majority of the outstanding Company Common Shares and the Company Series A Preferred Shares (regardless of whether enforceability is considered in on an as-converted basis), voting together as a proceeding in equity or at lawsingle class (the “Company Stockholder Approval”).

Authority; Execution and Delivery; Enforceability. The Company Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which it is a party, and, subject to perform its obligations hereunder and to consummate obtaining (i) approval of the issuance of Parent Common Stock in connection with the Merger and the other transactions contemplated by this Agreement, subject only, in the case approval of the Merger, to issuance of the adoption of this Agreement at Parent Common Stock in connection with the Company Stockholders Meeting Parent Financing (as defined in Section 6.19) by the affirmative vote of the holders of a majority in voting power of the shares of the Parent's Common Stock (including shares of Parent Series C Stock entitled to vote as a class with the Parent Common Stock) present in person or proxy at a properly convened meeting of Parent's shareholders and (ii) approval of the amendment to the Articles of Incorporation of Parent to increase the number of authorized shares of Parent Common Stock to 30 million shares by the holders of a majority of the outstanding shares of Company Common Stock Parent capital stock entitled to vote on at such matter meeting (the “Company "Parent Stockholder Approval”"), to consummate the transactions contemplated hereby and thereby. The Company Board has unanimously (i) approved the execution, execution and delivery by each of Parent and performance Sub of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting consummation by it of the stockholders transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Sub and, except for obtaining the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Parent Stockholder Approval, no other corporate proceedings action on the part of the Company are Parent is necessary to authorize or the execution and delivery by the Parent of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. Parent, as sole stockholder of Sub, will adopt this Agreement or to consummate the Merger immediately after execution and the other transactions contemplated by this Agreement (except for the filing delivery hereof. Each of the appropriate merger documents as required by the DGCL). The Company Parent and Sub has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligationobligation (subject to the Parent Stockholder Approval with respect to the issuance of Parent Common Stock in connection with the Merger if required by the NASDAQ National Market), enforceable against it in accordance with its terms terms, except as enforcement to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent transfer or other similar laws Laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally and by general the effect of the principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; Enforceability. The (a) Each of Company and Outdoor Products has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger Transactions to which it is a party. The execution and delivery by each of Company and Outdoor Products of each Transaction Document to which it is or is contemplated to be a party and the consummation by each of Company and Outdoor Products of the Transactions to which it is a party have been duly authorized by the respective Boards of Directors of Company and Outdoor Products, and except for the Company Stockholder Approval, no other transactions corporate proceedings on the part of either Company or Outdoor Products are necessary to authorize the Transaction Documents to which it is or is contemplated by to be a party or the consummation of the Transactions. Each of Company and Outdoor Products has duly executed and delivered this Agreement, subject onlyand, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against each of Company and Outdoor Products in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). Upon the execution and delivery by each of Company and Outdoor Products of each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (b) In resolutions adopted on or prior to the date of this Agreement, the Board of Directors of Company has (i) determined that this Agreement is advisable and fair to and in the case best interests of, Company and the stockholders of Company, and declared it advisable that Company enter into this Agreement and consummate the MergerTransactions, (ii) adopted resolutions approving and declaring the advisability of this Agreement, each other Transaction Document to which Company is or is contemplated to be a party, and the consummation of Transactions to which it is a party, (iii) adopted resolutions, subject to Section 6.09(e), recommending that holders of Company Common Stock give the Company Stockholder Approval and (iv) directed that this Agreement be submitted to the stockholders of Company entitled to vote for adoption, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) In resolutions adopted on or prior to the date of this Agreement, the Board of Directors of Outdoor Products has approved and declared advisable this Agreement, each other Transaction Document to which Outdoor Products is or is contemplated to be a party and the Transactions to which it is a party, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (d) The only vote or Consent of holders of any class or series of capital stock of Company necessary to approve the Transactions is the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock represented and entitled to vote on such matter thereon at the Company Stockholders’ Meeting or any postponement, adjournment or recess thereof (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). 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 as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; Enforceability. The Company (a) Each of the Company, Merger Sub One and Merger Sub Two has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to (i) receipt of the Company Stockholder Approval with respect to the Toucan Merger, (ii) adoption of this Agreement by Birch Partners, LP in its capacity as the sole stockholder of Merger Sub One with respect to the East/Toucan Merger, (iii) adoption of this Agreement by Merger Sub One in its capacity as the sole stockholder of Merger Sub Two with respect to the Toucan Merger and (iv) approval of the Toucan LLC Conversion by Merger Sub One in its capacity as sole stockholder of Toucan Surviving Company, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case Transactions to which it is a party. The Board of Directors of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder ApprovalBoard”). The ) has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of the Company Board has unanimously were present, (i) approved approving the execution, delivery and performance of this AgreementAgreement and the Transactions to which the Company is a party, (ii) determined determining that entering into this Agreement is fair to, and in the best interests of, of the Company and its stockholders, (iii) declared declaring this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend recommending that the Company’s stockholders adopt this Agreement (the “Company Recommendation”)) and directing that this Agreement be submitted to the Company’s stockholders for adoption. The Company Board has unanimously directed that As of the Company submit date of this Agreement, such resolutions have not been amended or withdrawn. Except for (i) the adoption of this Agreement to a by the affirmative vote at a meeting of the stockholders holders of a majority of the outstanding shares of Company in accordance Common Stock with respect to the terms of this Agreement Toucan Merger (the “Company Stockholders MeetingStockholder Approval”). Except for , (ii) adoption of this Agreement by Birch Partners, LP in its capacity as the Company Stockholder Approvalsole stockholder of Merger Sub One with respect to the East/Toucan Merger, (iii) adoption of this Agreement by Merger Sub One in its capacity as the sole stockholder of Merger Sub Two and (iv) approval of the Toucan LLC Conversion by Merger Sub One in its capacity as sole stockholder of Toucan Surviving Company, no other corporate proceedings on the part of the Company Company, Merger Sub One or Merger Sub Two are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement or to consummate the Transactions to which the Company, Merger and the other transactions contemplated by this Agreement Sub One or Merger Two are a party (except for the filing of the appropriate merger documents as required by the DGCL). The Company Each of the Company, Merger Sub One and Merger Sub Two has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent Parent, Merger Sub Three and Merger SubSub Four, this Agreement constitutes its legal, valid and binding obligation, enforceable against it each of the Company, Merger Sub One and Merger Sub Two in accordance with its terms except terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws Laws affecting creditors’ rights generally and by general principles of equity equity. (regardless of whether enforceability b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies to the Company with respect to this Agreement or the Transactions to which the Company is considered in a proceeding in equity or at law)party.

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 Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger Transactions. The execution and delivery by each of Parent and ▇▇▇▇▇▇ Sub of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement, subject only, in the case each of Parent and Merger Sub of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting Merger Transactions have been duly authorized by the affirmative vote Boards of holders Directors of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery Parent and performance of this Agreement, (ii) determined that entering into this Agreement is fair toMerger Sub, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize the Transaction Documents to which it is or adopt this Agreement is contemplated to be a party or to consummate the consummation of the Merger Transactions. Each of Parent and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company Merger Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Parent and Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Upon the execution and delivery by each of Parent and Merger Sub of each other Transaction Document to which it is or is contemplated to be a party and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and generally, or by general principles governing the availability of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawequitable remedies). (b) In resolutions adopted on or prior to the date of this Agreement, the Board of Directors of Parent has (i) determined that the Merger, upon the terms and subject to the conditions set forth herein, is fair to and in the best interests of Parent and its stockholders and (ii) approved and declared advisable this Agreement, each other Transaction Document to which Parent is or is contemplated to be a party and the Merger Transactions. (c) In resolutions adopted on or prior to the date of this Agreement, the Board of Directors of Merger Sub has (i) approved and declared advisable this Agreement, each other Transaction Document to which it is or is contemplated to be a party and the Merger Transactions and (ii) resolved to recommend adoption of this Agreement to Parent, as the sole stockholder of Merger Sub, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (d) The only vote or consent of holders of any class or series of capital stock of Merger Sub necessary to adopt this Agreement and the Merger is the affirmative vote of Parent in its capacity as the sole stockholder of Merger Sub, which adoption shall be provided by the written consent of Parent immediately following the execution of this Agreement. (e) No vote or Consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and receipt of the Company Stockholder Approval (as defined in SECTION 3.03(d)), to consummate the Merger and the other transactions contemplated by this Agreementhereby, subject only, in the case of including the Merger, to the adoption of this Agreement at . The execution and delivery by the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that consummation by the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of transactions contemplated hereby, including the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder ApprovalMerger, no other have been duly authorized by all necessary corporate proceedings action on the part of the Company, subject to (i) receipt of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger Stockholder Approval and the other transactions contemplated by this Agreement (except for ii) the filing of the appropriate merger documents Certificate of Merger as required by the DGCL). The Company has duly executed and delivered this Agreement andAgreement, and (assuming the due valid authorization, execution and delivery of this Agreement by each of IOS, Parent and Merger Sub, ) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except as enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws Laws relating to or affecting the enforcement of creditors’ ' rights generally and by the effect of general principles of equity (regardless of whether enforceability enforcement is considered in a proceeding in equity or at law). (b) The Board of Directors of the Company (the "COMPANY BOARD"), based upon the unanimous recommendation of the Special Committee of the Company Board (the "SPECIAL COMMITTEE"), at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement and the transactions contemplated hereby, including the Merger, (ii) determining that the Merger is advisable and fair to and in the best interests of the Company and its stockholders, (iii) recommending that the Company's stockholders approve and adopt this Agreement and (iv) directing that this Agreement be submitted to the Company's stockholders for approval and adoption. (c) Dresdner Kleinwort ▇▇▇▇▇▇▇▇▇▇▇, the Special Committee's financial advisor, has rendered to the Special Committee its oral opinion, which shall be confirmed in writing no later than two business days from the date of this Agreement and shall be dated March 2, 2002, to the effect that, as of such date, the Merger Consideration to be received by the holders of shares of the Company Common Stock pursuant to the Merger is fair, from a financial point of view, to such holders. (d) The only vote of holders of any class or series of Company Common Stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger, is the approval and adoption of this Agreement by a majority of the votes entitled to be cast by holders of the outstanding Company Common Stock, voting together as a single class (the "COMPANY STOCKHOLDER APPROVAL").

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power adoption, execution and authority to execute delivery by ▇▇▇▇▇▇ and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject only, in the case Sub of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Ancillary Agreements to which they are a party and the consummation by ▇▇▇▇▇▇ and Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting Sub of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other Transactions have been duly authorized by all necessary corporate proceedings action on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Parent and Merger Sub. Each of Parent and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The Company Merger Sub has duly executed and delivered this Agreement and the Ancillary Agreements to which they are a party, 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 insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws other Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of equity (regardless of equitable remedies, whether enforceability is considered in a proceeding Proceeding at law or in equity or at lawequity). (b) The Parent Board, acting pursuant to written resolutions, has (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 or any of its Affiliates is necessary to approve this Agreement or the consummation by Parent and Merger Sub of the Transactions. (d) The Merger Sub Board has (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 as of the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement 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 consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject onlysubject, in the case of the Merger, to the adoption of this Agreement at the Company Stockholders Meeting by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that entering into this Agreement is fair to, and in the best interests of, the Company and its stockholders, (iii) declared this Agreement and the Merger advisable and (iv) subject to Section 5.02, resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders receipt of the Company Stockholder Approval (as defined in accordance with Section 3.03(c)), to the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as extent required by the DGCL)applicable Law. 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 the Company's legal, valid and binding obligation, enforceable against it in accordance with its terms. (b) The Company Board, at a meeting duly called and held, acting on the unanimous recommendation of the Special Committee, duly and unanimously adopted resolutions (i) approving this Agreement, the Offer, the Merger and the other transactions contemplated hereby, (ii) determining that the terms except as enforcement may be limited of the Offer and the Merger are fair to and in the best interests of the Company and the holders of Company Common Stock (other than the Affiliate Shareholders), (iii) declaring that this Agreement is advisable 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, and, to the extent applicable, that the holders of Company Common Stock adopt this Agreement. Such resolutions are sufficient to render inapplicable to Merger Sub, this Agreement, the Offer, the Merger, the Voting Agreement and the other transactions contemplated by bankruptcy, insolvency, reorganization this Agreement the restrictions on business combinations set forth in Section 203 of the DGCL. (c) The only vote of holders of any class or similar laws affecting creditors’ rights generally series of the Company's capital stock necessary to approve and adopt this Agreement and the Merger is the adoption of this Agreement by general principles the holders of equity a majority of the outstanding shares of Company Common Stock at a meeting or by written consent in lieu of a meeting (regardless of whether enforceability is considered in a proceeding in equity or at lawthe "COMPANY STOCKHOLDER APPROVAL").