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

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of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn.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

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

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

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

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

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

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

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

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Parent, US Corp., Merger Sub and Merger LLC has all requisite corporate full power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform and comply with each of its obligations hereunder and thereunder, under this Agreement and to consummate the Merger Transactions and the other transactions contemplated Financing. The execution and delivery by each of Parent, US Corp., Merger Sub and Merger LLC of this Agreement Agreement, the performance and compliance by Parent with each of its obligations herein and the Statutory consummation by it of the Transactions and the Financing have been duly authorized by all necessary corporate or limited liability company action on the part of Parent, US Corp., Merger Agreement, subject, Sub and Merger LLC subject in the case of the MergerShare Issuance, to the receipt of the affirmative votes Parent Stockholder Approval. Parent, as sole stockholder of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) US Corp., has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of approved this Agreement. US Corp., such resolutions have not been amended or withdrawnas sole stockholder of Merger Sub and sole member of Merger LLC, has approved this Agreement. Except for the Company Shareholder ApprovalEach of Parent, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement US Corp., Merger Sub and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company LLC has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited brought. None of Parent, US Corp., Merger Sub or Merger LLC is, nor at any time during the last three years has been, an “interested stockholder” of the Company as defined in Section 203. (b) The Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held duly and unanimously adopted resolutions (i) approving this Agreement, the Merger, the Subsequent Merger, the Share Issuance and the other Transactions and the Financing, (ii) determining that the terms of the Merger, the Subsequent Merger, the Share Issuance and the other Transactions and the Financing are fair to and in the best interests of Parent and its stockholders (the “Parent Determination”) and (iii) recommending that Parent’s stockholders approve the Share Issuance. Unless a Parent Adverse Recommendation Change has occurred in accordance with Section 5.03(e) or 5.03(f), such resolutions remain in full force and effect and have not been modified, rescinded, amended or withdrawn. The Board of Directors of US Corp., pursuant to an action by bankruptcyunanimous written consent, insolvencyduly and unanimously adopted resolutions approving this Agreement, reorganizationthe Merger, fraudulent transferthe Subsequent Merger, moratorium the other Transactions and the Financing. (c) Assuming that neither the Company nor any of its “affiliates” or similar Laws affecting creditors’ rights generally “associates” is an “interested stockholder” (each term, as defined in Section 203) or an “interested party” of Parent or a “related party” of an interested party of Parent (each term, as defined in Canadian Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions), the only vote of holders of any class or series of Parent’s capital stock or of any other securities of Parent necessary to approve this Agreement, the Merger, the Subsequent Merger, the Share Issuance, the other Transactions and the Financing is the approval of the Share Issuance by general principles the holders of equitya majority of the shares of Parent Common Stock entitled to vote and present in person or represented by proxy at the Parent Stockholders Meeting (the “Parent Stockholder Approval”). The affirmative vote of the holders of Parent Common Stock or of any other securities of Parent is not necessary to consummate any Transaction or the Financing other than the Share Issuance.

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

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

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder consummation by the Company of the Transactions have been duly authorized by all necessary corporate and thereunder, and to consummate stockholder action on the Merger and part of the other transactions contemplated by this Agreement and the Statutory Merger AgreementCompany, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast Company Stockholder Approval if required by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)applicable Law. The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution Agreement 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 exceptterms, in each case, except as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or and other similar Laws affecting creditors’ ' rights generally and by general principles of equity. (b) The Board of Directors of the Company (the COMPANY BOARD), at a meeting duly called and held at which directors of the Company constituting a quorum were present, 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 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, (iv) directing that, if required by the DGCL, this Agreement be submitted to a vote at a meeting of the Company's stockholders and (v) recommending that, if required by the DGCL, the Company's stockholders adopt this Agreement. Such resolutions are sufficient to render the restrictions on "business combinations" (as defined in Section 203 of the DGCL) of Section 203 of the DGCL inapplicable to Parent and Sub and this Agreement, the Offer, the Merger and the other Transactions. Other than Section 203 of the DGCL and Chapter 80B of the Minnesota Statutes, no state takeover statute or similar statute or regulation applies to the Company or any Company Subsidiary with respect to this Agreement, the Offer, the Merger or any other Transaction. (c) The Company has been advised by each of its directors and executive officers (which executive officers are, to the knowledge of the Company, aware of the Transactions as of the date hereof) that each such person intends to tender and sell all shares of Company Common Stock owned by such person in the Offer, except to the extent of any restrictions created by Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the EXCHANGE ACT) and otherwise intends to support the consummation of the Transactions.

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 and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger Transactions. The execution and the other transactions contemplated delivery by each of Parent and Sub of this Agreement and the Statutory Merger Agreementconsummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Sub, subject, subject in the case of the Merger, Share Issuance and the Charter Amendment to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting Parent Shareholder Approval (the “Company Shareholder Approval”as defined in Section 4.04(c)). The Board Parent, as sole shareholder of Directors of the Company (the “Company Board”) Sub, has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of approved this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part Each of the Company or its Affiliates are necessary to authorize or adopt this Agreement Parent and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its a legal, valid and binding obligation, enforceable against it each of them in accordance with its terms exceptterms. (b) The Board of Directors of Parent (the “Parent Board”), in each caseat a meeting duly called and held duly and unanimously adopted resolutions (i) approving this Agreement, as enforcement may be limited by bankruptcythe Merger, insolvencythe Share Issuance and the other Transactions (other than the Charter Amendment )and (ii) recommending that Parent’s shareholders approve the Share Issuance. The Parent Board will adopt resolutions approving the Charter Amendment and recommending that Parent’s shareholders approve the Charter Amendment promptly after a new name for Parent has been determined pursuant to Section 1.08. (c) The affirmative vote of the holders of a majority of the shares of Parent Common Stock represented at the Parent Shareholder Meeting and entitled to vote thereon approving the Share Issuance and the Charter Amendment, reorganizationprovided that a majority of the shares of the outstanding Parent Common Stock is present and votes on such proposals at the Parent Shareholder Meeting (the “Parent Shareholder Approval”), fraudulent transferis the only vote of the holders of any class or series of shares or other securities of Parent necessary to approve the Merger, moratorium or similar Laws affecting creditors’ rights generally this Agreement, the Share Issuance, the Charter Amendment and by general principles of equitythe other Transactions.

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

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

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

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

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

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

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

Authority; Execution and Delivery; Enforceability. The Company has (a) Each of Purchaser, New Pubco, Purchaser Merger Sub and Blocker Merger Sub possesses all requisite corporate legal right, power and authority to execute execute, deliver and deliver perform this Agreement and the Statutory Merger Agreement, other Transaction Agreements to perform its obligations hereunder and thereunderwhich it is or will be a party, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Transactions. The Board execution, delivery and performance by each of Directors of the Company (the “Company Board”) has adopted resolutionsPurchaser, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was presentNew Pubco, (i) determining that the Purchaser Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Sub and Blocker Merger Sub of this Agreement and the Statutory Merger Agreement, the Merger other Transaction Agreements to which it is or will be a party and the other transactions contemplated hereby and thereby are fair and in the best interests consummation by it of the Company Transactions have been duly and validly authorized by all requisite corporate or limited liability company, as applicable, action on its shareholders; (iii) approving part and declaring advisable the executionno other corporate or limited liability company, delivery and performance of as applicable, proceeding on its part is necessary to authorize this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject other Transaction Agreements to Section 5.04, convening which it is or will be a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement party or to consummate the Transactions. (b) The manager of Purchaser Merger Sub has authorized this Agreement and approved the Purchaser Merger, and no other vote or consent of the members or the holders of any class of securities of Purchaser Merger Sub is required to adopt this Agreement, approve the Purchaser Merger or effect the Transactions. No equityholder of Purchaser nor any member or equityholder of Purchaser Merger Sub will be entitled to appraisal, dissenters or similar rights in connection with the Purchaser Merger. The manager of Blocker Merger Sub has authorized this Agreement and approved the Blocker Merger, and no other vote or consent of the members or the holders of any class of securities of Blocker Merger Sub is required to adopt this Agreement, approve the Blocker Merger or effect the Transactions. No member or equityholder of Blocker Merger Sub will be entitled to appraisal, dissenters or similar rights in connection with the Blocker Merger. (c) This Agreement has been, and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant Transaction Agreements to the Bermuda Companies Act). The Company has which it is or will be a party will upon delivery be, duly executed and delivered this Agreementby Purchaser, New Pubco, Purchaser Merger Sub and Blocker Merger Sub and, assuming the due authorization, execution and delivery by Parent each of the other parties hereto and Merger Subthereto, this Agreement constitutes its constitutes, or will upon such delivery constitute, the legal, valid and binding obligationobligation of Purchaser, New Pubco, Purchaser Merger Sub and Blocker Merger Sub, enforceable against it in accordance with its terms exceptterms, except as such enforcement may be limited by the Enforceability Exceptions. (d) Prior to the date hereof, (i) each of Purchaser, as the sole stockholder of New Pubco, and the board of directors of New Pubco adopted and approved the A&R Certificate of Incorporation of New Pubco and (ii) the board of directors of New Pubco adopted and approved the A&R Bylaws of New Pubco, in each case, in accordance with applicable Law and the respective Organizational Documents (as enforcement may then in effect) of each of Purchaser and New Pubco. (e) Prior to the date hereof, the Purchaser Board, at a meeting duly called and held, by a unanimous vote of all of its directors, (i) determined that this Agreement and the Transactions, including the Domestication, the actions contemplated by Section 2.03 and the Mergers, are advisable and in the best interests of Purchaser, (ii) approved and adopted this Agreement and the Transactions, including the Domestication, the actions contemplated by Section 2.03 and the Mergers, (iii) directed that the Proposals be limited submitted to a vote of the shareholders of Purchaser at the Special Meeting and (iv) made the Purchaser Board Recommendation. At the Special Meeting the shareholder vote required to pass each of the Proposals is a Special Resolution in respect of the Cayman Proposals (and such Special Resolution is the only vote of the holders of any class of securities of Purchaser that is required to approve the Cayman Proposals) and the Extension Proposal (and such Special Resolution is the only vote of the holders of any class of securities of Purchaser that is required to approve the Extension Proposal), an Ordinary Resolution in respect of the Amendment Proposal (and such Ordinary Resolution is the only vote of the holders of any class of securities of Purchaser that is required to approve the Amendment Proposal), the Issuance Proposal (and such Ordinary Resolution is the only vote of the holders of any class of securities of Purchaser that is required to approve the Issuance Proposal) and the Omnibus Incentive Plan Proposal (and such Ordinary Resolution is the only vote of the holders of any class of securities of Purchaser that is required to approve the Omnibus Incentive Plan Proposal) and, if required, class consents as contemplated by bankruptcyArticle 27 of the Memorandum and Articles of Association. Each holder of Purchaser Shares entitled to vote at the Special Meeting is entitled to one vote per share. No “fair price”, insolvency“moratorium”, reorganization, fraudulent transfer, moratorium “control share acquisition” or other similar Laws affecting creditors’ rights generally and by general principles anti-takeover statute or regulation applicable to Purchaser is applicable to any of equitythe Transactions.

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

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

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

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

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

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

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

Authority; Execution and Delivery; Enforceability. The Company Principal Stockholder has all requisite corporate partnership power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)hereby. The Board of Directors of execution and delivery by the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Principal Stockholder of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests consummation of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings all necessary partnership action on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Principal Stockholder. The Company Principal Stockholder has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub, that this Agreement constitutes its the legal, valid and binding obligationobligation of Newco, this Agreement constitutes the legal, valid and binding obligation of the Principal Stockholder, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, moratorium and other similar laws relating to or similar Laws affecting creditors’ ' rights generally generally, general equitable principles (whether considered in a proceeding in equity or at law), including an implied covenant of good faith and fair dealing. The execution and delivery by general principles the Principal Stockholder of equitythis Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under any provision of any agreement to which the Principal Stockholder is a party or, subject to the filings and other matters referred to in the next sentence, any provision of any law applicable to the Principal Stockholder or the properties or assets of the Principal Stockholder, except for any conflict, violation or default which, individually or in the aggregate, would not have a material adverse effect on the ability of the Principal Stockholder to perform its obligations under this Agreement or which has been disclosed to Newco by the Principal Stockholder in writing prior to the date hereof. No consent of, or registration, declaration or filing with, any U.S. Governmental Entity is required to be obtained or made by or with respect to the Principal Stockholder in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than as specified in Section 3.5(b) of the Merger Agreement or except for any consent, registration, declaration or filing the failure of which to obtain or make, individually or in the aggregate, would not have a material adverse effect on the ability of the Principal Stockholder to perform its obligations under this Agreement.

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 and the Statutory Merger Agreement, to perform its respective obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Mergerissuance of SJW Common Shares constituting the Merger Consideration (the “Share Issuance”) and the SJW Charter Amendment, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder SJW Stockholder Approval”). The SJW 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 SJW was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; approving and adopting this Agreement, (ii) determining that the terms of entering into this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and is in the best interests of the Company SJW and its shareholders; stockholders, (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; SJW Charter Amendment and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the CompanySJW’s shareholders stockholders vote in favor of the adoption and approval of this Agreement the Share Issuance and the Statutory Merger Agreement SJW Charter Amendment and directing that the Share Issuance and the transactions contemplated hereby and thereby, including the Merger, SJW Charter Amendment be submitted to SJW’s stockholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders SJW Stockholders Meeting”) (clauses (i), (ii), (iii) and (iv) being referred to as the “SJW Recommendation”). Except for any Adverse Recommendation Change made after The execution and delivery of this Agreement and the 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 that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for (i) the approval of the Share Issuance by the affirmative vote of the holders of a majority of the outstanding 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 Shareholder Manual, and (ii) the approval of the SJW Charter Amendment by a majority of the outstanding SJW Common Shares entitled to vote thereon at the SJW Stockholders Meeting, as required by Section 242 of the DGCL (clauses (i) and (ii) being referred to as the “SJW Stockholder Approval”), no other corporate proceedings on the part of the Company SJW or its Affiliates Merger Sub are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActCBCA). The Company Each of SJW and Merger Sub has duly executed and delivered this Agreement, 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 exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The 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 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 result of this Agreement, the Merger or any of the other transactions contemplated by this Agreement, or the Voting Agreements, in 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 Parent and Merger Sub has all requisite corporate power and authority to execute and deliver each Transaction Agreement to which it is a party and to consummate the Transactions and Parent has full corporate power and corporate authority to prepare and file the Proxy Statement and the Registration Statement and to distribute the Proxy Statement. The execution and delivery by each of Parent and Merger Sub of each Transaction Agreement to which it is a party and the consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject in the case of Parent, to receipt of the Parent Stockholder Approval (as defined herein) and the filing with the Secretary of State of the State of Delaware of the Charter Amendment. Parent, as the sole stockholder of Merger Sub, has approved this Agreement and the Statutory Merger. Each of Parent and Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming the due authorization, execution and delivery by Parent each Transaction Agreement to which it is a party (when executed and Merger Sub, this Agreement constitutes delivered pursuant hereto) will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, except that (i) the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency or other similar laws now or hereinafter in each caseeffect affecting creditors’ rights generally, as enforcement (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefore may be brought, and (iii) with respect to any indemnification agreements set forth herein or therein, enforceability may be limited by bankruptcyprinciples of public policy. (b) The Board of Directors of Parent (the “Parent Board”), insolvencyat a meeting duly called and held, reorganizationduly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the other Transaction Agreements, fraudulent transferthe Merger and the other Transactions, moratorium (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its stockholders and (iii) recommending that Parent’s stockholders approve the Merger and the other Transactions. Such resolutions are sufficient to render inapplicable to this Agreement, the Transactions, the other Transaction Agreements and the transactions contemplated thereby the provisions of Section 203 of the DGCL. No state takeover statute or similar Laws affecting creditors’ rights statute or regulation applies or purports to apply to Parent with respect to this Agreement and other Transaction Agreements, the Merger or any other Transaction. (c) The only vote of holders of any class or series of Parent Capital Stock necessary to approve this Agreement, the Merger and the other Transactions is the approval and adoption by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote generally in the election of directors (the “Parent Stockholder Approval”); provided, however, that the Parent may not consummate the Merger if the holders of 20% or more in interest of the IPO Shares shall have demanded that Parent convert their IPO Shares into cash pursuant to the Parent Charter and/or the Underwriting Agreement dated as of July 27, 2004, between Parent and by general principles of equityI-Bankers Securities Incorporated and Newbridge Securities Corporation (the “Underwriting Agreement”).

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

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

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

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

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

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

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

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

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

Authority; Execution and Delivery; Enforceability. The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, the Voting and Support Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated Transactions. The Parent Board has duly adopted resolutions: (a) approving the execution, delivery and performance of this Agreement by Parent; and (b) determining that entering into this Agreement is in the best interests of Parent and its shareholders. As of the Agreement Date, such resolutions have not been amended or withdrawn. The Merger Sub Board has adopted resolutions: (i) approving the execution, delivery and performance of this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast Agreement by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; Sub; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby Agreement are fair and in the best interests of the Company Merger Sub and of Parent, as its shareholders; sole shareholder; (iii) approving declaring this Agreement and declaring advisable the executionStatutory Merger Agreement advisable; and (iv) recommending that Parent, delivery and performance as sole shareholder of Merger Sub, adopt this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending directing that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. Parent, as sole shareholder of Merger Sub, has committed to adopt and approve the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted entry by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt ▇▇▇▇▇▇ Sub into this Agreement and the Statutory Merger Agreement or to consummate Agreement. Except for corporate approvals already obtained, ▇▇▇▇▇▇’s foregoing approval as sole shareholder of Merger Sub, the Merger filing of the Schedule 13E-3 with the SEC, the execution and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering delivery of the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act), no other corporate proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of Parent, Merger Sub or their respective Affiliates are necessary to authorize, adopt or approve, as applicable, this Agreement or the Statutory Merger Agreement or to consummate the Transactions. The Company Each of Parent and Merger Sub has (or, with respect to the Statutory Merger Agreement, will have at the Closing) duly executed and delivered this Agreement, the Voting and Support Agreement and the Statutory Merger Agreement, and, assuming the due authorization, execution and delivery by Parent the Company of this Agreement, the Voting and Support Agreement and the Statutory Merger SubAgreement, this Agreement, the Voting and Support Agreement constitutes and the Statutory Merger Agreement constitute or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity.

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

Authority; Execution and Delivery; Enforceability. The Company (a) Sun has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger ▇▇▇ ▇▇▇▇▇▇ and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, subject to the receipt of the affirmative votes Sun Shareholders Approval and the Sun Certificate of a majority of Merger from the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Companies Registrar. The Sun Board (and, if appropriate, any committee thereof), at a meeting duly called and held in compliance with the requirements of Directors of Israeli Companies Law and the Company (the “Company Board”) Sun Articles, has adopted resolutions, by unanimous vote of the all directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory consummation of the Sun Merger upon the terms and subject to the conditions contained herein; (ii) determining that entering into this Agreement is in the best interests of Sun and its shareholders 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) declaring this Agreement and the transactions contemplated hereby and thereby, including the Mergerby this Agreement advisable; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the CompanySun’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of directing that such adoption be submitted to Sun’s shareholders for such purpose (approval at the “Company Shareholders Sun Shareholders’ Meeting”). Except for any Adverse Recommendation Change made after As of the date of this Agreement that is expressly permitted by the terms of Sun countersigns this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Sun Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates Sun are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Sun Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Israeli Companies ActLaw). The Company ▇▇▇ has duly executed and delivered this Agreement, 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 exceptterms. (b) The affirmative vote of the holders of a majority of the Sun Ordinary Shares present in person or represented by proxy and voting at the Sun Shareholders’ Meeting approving the adoption of this Agreement, in each casethe Sun Merger and the consummation of the other transactions contemplated hereby (the “Sun Shareholder Approval”), as enforcement may be limited by bankruptcyis the only vote of the holders of any class or series of Sun’s Capital Stock necessary to approve and adopt this Agreement, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally the Mergers and by general principles the consummation of equitythe other transactions contemplated hereby.

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

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

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

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

Authority; Execution and Delivery; Enforceability. The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations covenants and agreements hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreementhereby, subject, in the case of including the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Parent Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, resolutions (ia) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and it is in the best interests of the Company Parent and its shareholders; (iii) approving , and declaring advisable the it advisable, for Parent to enter into this Agreement, (b) adopting this Agreement and approving Parent’s execution, delivery and performance of this Agreement and the Statutory Merger Agreement and consummation of the transactions contemplated hereby and therebyby this Agreement, including the Merger; Merger and (ivc) subject resolving to recommend that Parent’s shareholders approve the Parent Articles of Incorporation Amendment and the issuance of shares of Parent Common Stock as part of the Merger Consideration to the extent required pursuant to Section 5.04, convening a meeting 312.03 of the shareholders NYSE Listed Company Manual (the “Parent Board Recommendation”) and recommending directing that the CompanyParent Articles of Incorporation Amendment be submitted to Parent’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Parent Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (i) determining that it is in the best interests of Merger Sub and its shareholder, and declaring it advisable, for Merger Sub to enter into this Agreement, (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger, and (iii) resolving to recommend that Parent, in its capacity as the sole shareholder of Merger Sub, adopt this Agreement. Parent has approved this Agreement by written consent in its capacity as the sole shareholder of Merger Sub. Such resolutions and written consent have not been amended or withdrawn as of the date of this Agreement. Except for (x) the approval of the Parent Articles of Incorporation Amendment by the affirmative vote of the holders of a majority of all of the outstanding shares of Parent Common Stock entitled to vote at the Parent Shareholders Meeting (the “Parent Charter Approval”) and (y) the affirmative vote of the holders of a majority of the shares of Parent Common Stock represented at the Parent Shareholders Meeting and entitled to vote thereon to the extent required pursuant to Section 312.03 of the NYSE Listed Company Manual (the “Parent Shareholder Approval”), no other vote or corporate proceedings on the part of the Company Parent or its Affiliates Merger Sub are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger. Parent and Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has Sub have duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms exceptterms, subject in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally all respects to the Bankruptcy and by general principles of equityEquity Exceptions.

Authority; Execution and Delivery; Enforceability. The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The Parent Board has duly adopted resolutions (a) determining that the Per Share Merger Consideration constitutes fair value for each Common Share; (b) approving the execution, delivery and the other transactions contemplated by performance of this Agreement and the Statutory Merger Agreement, subject, Agreement by Parent; and (c) determining that entering into this Agreement and the Statutory Merger Agreement is in the case best interests of Parent and its shareholders. As of the MergerAgreement Date, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)such resolutions have not been amended or withdrawn. The Merger Sub Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, resolutions (ia) determining that the Per Share 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; (iiib) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Mergerby Merger Sub; and (ivc) subject to Section 5.04, convening a meeting of the shareholders and recommending determining that the Company’s shareholders vote in favor of the adoption and approval terms of this Agreement and the Statutory Merger Agreement are in the best interests of Merger Sub and of Parent, as its sole shareholder; (d) declaring this Agreement and the transactions contemplated hereby Statutory Merger Agreement advisable; and thereby(e) recommending that Parent, including the Mergeras sole shareholder of Merger Sub, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by directing that this Agreement and the Statutory Merger Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. Parent, as sole shareholder of Merger Sub, has committed to adopt and approve this Agreement, the Statutory Merger Agreement immediately after the Parties’ execution and delivery hereof. Except for corporate approvals already obtained and Parent’s foregoing approval as sole shareholder of Merger Sub, no other corporate proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of Parent, Merger Sub or their respective Affiliates are necessary to authorize, adopt or approve, as applicable, this Agreement or the Statutory Merger Agreement or to consummate the Transactions (except for executing and delivering the Statutory Merger Agreement and Agreement, the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies ActAct and the filing of the Schedule 13E-3 with the SEC). 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 Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity.

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

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

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

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

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, subject to the receipt of the affirmative votes Parent Requisite Stockholder Approvals and to the approval of a majority this Agreement by Parent as the sole stockholder of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Merger Sub. The Board of Directors of the Company Parent (the “Company Parent Board”) has adopted resolutions, resolutions by vote of the directors present at a meeting duly called at which a quorum of directors of the Company Parent was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Transactions, (ii) determining that entering into this Agreement is advisable and in the transactions contemplated hereby best interests of Parent and thereby, including the Merger; its stockholders and (iviii) subject to Section 5.04, convening a meeting of the shareholders and recommending that Parent’s stockholders approve the Company’s shareholders vote in favor of the adoption Share Issuance and approval of approve and adopt this Agreement and the Statutory Merger Agreement Transactions (the “Parent Recommendation”) and directing that the transactions contemplated hereby and thereby, including the Merger, Share Issuance be submitted to Parent’s stockholders for approval at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Parent Stockholders Meeting”). Except for any Adverse Recommendation Change made after As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has adopted resolutions (A) approving the execution, delivery and performance of this Agreement and the Transactions, including the Merger, (B) determining that entering into this Agreement is expressly permitted by advisable and in the terms best interests of Merger Sub and Parent, as its sole stockholder and (C) recommending that Parent, as sole stockholder of Merger Sub, approve this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of Merger Sub, for approval. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except (x) (i) for the Company Shareholder approval of the Share Issuance by the affirmative vote of the holders of a majority of the total votes of shares of Parent Common Stock cast on such matter in person or by proxy at the Parent Stockholders Meeting (or any adjournment thereof), as required by Rule 5635(a) of the NASDAQ Listing Rules (the “Parent Stockholder Approval”) and (ii) for the adoption of this Agreement and the approval of the Transactions contemplated hereby by the affirmative vote of the holders of a majority of the total votes of shares of Parent Common Stock not owned, directly or indirectly, by the Excluded Parent Parties cast on such matter in person or by proxy at the Parent Stockholders Meeting (or any adjournment thereof) (the “Parent Additional Stockholder Approval” and, together with the Parent Stockholder Approval, the “Parent Requisite Stockholder Approvals”), and (y) for the approval of this Agreement by Parent as the sole stockholder of Merger Sub, no other corporate proceedings on the part of the Company Parent or its Affiliates Merger Sub are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement Transactions (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActDGCL). The Company 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 Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) Neither Section 203 of the DGCL nor any other anti-takeover, moratorium, fair price, control share, interested shareholder or similar Law (an “Anti-Takeover Statute”) is, or at the Effective Time will be, applicable to Parent or Merger Sub with respect to this Agreement or the Transactions.

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

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

Authority; Execution and Delivery; Enforceability. The Company (a) Each of IOS, Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreementhereby, subject, in the case of including the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board execution and delivery by each of Directors of the Company (the “Company Board”) has adopted resolutionsIOS, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Parent and Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Sub of this Agreement and the Statutory consummation by each of them of the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action on the part of IOS, Parent and Merger AgreementSub, subject to (i) the Merger Sub Stock Issuance, (ii) Parent's approval 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 adoption of this Agreement and the Statutory Merger Agreement and in its capacity as the transactions contemplated hereby and thereby, including the Merger; sole stockholder of Merger Sub and (iviii) subject to Section 5.04, convening a meeting the approval of the shareholders and recommending that the Company’s shareholders vote IOS Charter Amendments (as defined in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted SECTION 4.03(c) below) by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement IOS's stockholders and the filing of the Certificate of Merger Application with as required by the Registrar pursuant to the Bermuda Companies Act)DGCL. The Company Each of IOS, Parent and Merger Sub has duly executed and delivered this Agreement, and, and (assuming the due valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, the Company) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, except as enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws relating to or affecting the enforcement of creditors’ ' rights generally and by the effect of general principles of equityequity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) The Board of Directors of each of Parent and Merger Sub, by resolutions duly adopted and not subsequently rescinded, has approved this Agreement and the transactions contemplated hereby, including the Merger. The Board of Directors of Merger Sub, by resolutions duly adopted and not subsequently rescinded, has (i) determined that the Merger is advisable and fair to and in the best interests of Merger Sub and its stockholders and (ii) authorized the Merger Sub Stock Issuance. (c) The Board of Directors of IOS, by resolutions duly adopted and not subsequently rescinded, has approved this Agreement and the transactions contemplated hereby, including (i) the 19 Merger, (ii) the amendment and restatement of the IOS Charter (as defined in SECTION 4.04(b)) as contemplated by SECTION 1.05(c) (the "IOS CHARTER AMENDMENTS"), (iii) the preparation of a proxy statement, which proxy statement will form a part of the Form S-4, to be delivered to holders of IOS Common Stock (as defined in SECTION 4.04(b)) in connection with their consideration of, among other things, the IOS Charter Amendments (such proxy statement, as amended or supplemented from time to time, the "IOS PROXY STATEMENT"), (iv) the filing by IOS of a registration statement on Form S-4 with the SEC under the Securities Act, which shall include (A) the Company Proxy Statement, (B) the IOS Proxy Statement, and (c) a prospectus for the purpose of registering the shares of IOS Class A Common Stock to be issued in connection with the Merger (the "SHARE ISSUANCE") (such registration statement, as amended or supplemented from time to time, the "FORM S-4") and (v) the Share Issuance. (d) Other than with respect to the IOS Charter Amendments, no vote of the IOS stockholders is required by Law, the IOS Charter or IOS By-Laws (as defined in SECTION 4.04(B)) or, to IOS's knowledge, otherwise in order to adopt this Agreement and approve the transactions contemplated hereby.

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

Authority; Execution and Delivery; Enforceability. The Company (a) Seller has all requisite corporate necessary power and authority to execute and deliver this Agreement and and, subject to obtaining the Statutory Merger Agreementapproval of its stockholders (the “Seller Stockholder Approval”) holding at least a majority of the outstanding shares of common stock of Seller at a duly called meeting of stockholders currently anticipated to be held on October 15, to perform its obligations hereunder and thereunder2015 (the “Seller Stockholder Meeting”), and to consummate the Merger Transaction and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)hereby. The Board of Directors of the Company (the “Company Board”) has adopted resolutionsexecution, delivery and performance by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Seller of this Agreement and the Statutory Merger Agreement, consummation by Seller of the Merger Transaction and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms board of this Agreementdirectors of Seller and, such resolutions have not been amended or withdrawn. Except except for obtaining the Company Shareholder Seller Stockholder Approval, no other corporate proceedings or other action on the part of the Company or its Affiliates are Seller is necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate consummation by it of the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)hereby. The Company Seller has duly executed and delivered this Agreement, and, assuming subject to obtaining the Seller Stockholder Approval and the due authorization, execution and delivery by Parent and Merger SubBuyer, this Agreement constitutes its legal, a valid and binding obligationobligation of the Seller, enforceable against it in accordance with its terms exceptterms, in each casesubject to the effect of any Laws relating to bankruptcy, as enforcement may be limited by bankruptcyreorganization, insolvency, reorganizationmoratorium, fraudulent transferconveyance or preferential transfers, moratorium or similar Laws relating to or affecting creditors’ rights generally and by subject, as to enforceability, to the effect of general principles of equityequity (regardless of whether such enforceability is considered in a Proceeding in equity or at law). As of the date of this Agreement, each Person set forth in Exhibit A-1 has executed the Support Agreement providing that such Person shall approve and vote any Securities of Seller held by such Person in favor of the Transaction. Exhibit A-1 sets forth a true and correct list of (i) each director and officer of Seller and (ii) each Affiliate of each director and officer of Seller who directly or indirectly owns or controls the right to vote any of the Securities of Seller. (b) The board of directors of Seller, at a meeting duly called and held, has duly adopted resolutions (i) approving this Agreement, (ii) declaring this Agreement advisable, and (iii) recommending that Seller’s stockholders adopt this Agreement. As of the date hereof, such resolutions have not been amended or withdrawn.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the Company Stockholder Approval (as defined in Section 3.04(c)), to consummate the Merger. The execution and delivery by the Company of this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate consummation by the Company of the Merger and the other transactions expressly contemplated hereby have been duly authorized by this Agreement and all necessary corporate action on the Statutory Merger Agreementpart of the Company, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. (b) The Company Board, at a meeting duly called and held, upon the unanimous recommendation of the Special Committee, duly adopted resolutions (i) approving and adopting this Agreement, the Merger and the other transactions expressly contemplated hereby and requiring the approval of the Company Board, (ii) determining that the terms exceptof the Merger are fair and in the best interests of the Company and its stockholders and that the other transactions expressly contemplated hereby and requiring the approval of the Company Board are in the best interests of the Company and its stockholders, (iii) recommending that the Company's stockholders adopt this Agreement and (iv) declaring that this Agreement is advisable. To the Company's knowledge, no 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 expressly contemplated hereby. (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 adoption of this Agreement by the holders of a majority of the outstanding Company Common Stock (the "Company Stockholder Approval"). The Company Stockholder Approval and the Section 280G Approval (as defined in each caseSection 6.01) may be obtained by written consent of the Company's stockholders under the Company Charter and the DGCL. Except for the Section 280G Approval, the affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to consummate any transaction expressly contemplated hereby other than the Merger. The Company, promptly following (but in no event more than one business day following) the execution and delivery of this Agreement and receipt of the Company Stockholder Approval (but in no event prior to OCR, as enforcement may be limited a stockholder of the Company, adopting this Agreement) shall deliver to Parent a certificate of the Secretary of the Company certifying that the Company Stockholder Approval has been obtained by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles written consent of equitythe Company's stockholders.

Authority; Execution and Delivery; Enforceability. The Company (a) Parent has all requisite corporate power and authority to execute and deliver this Agreement and each of the Statutory other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Merger and the other Transactions, subject, with respect to the Share Issuance, to the receipt of the Parent Shareholder Approval. Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by Transactions, subject to the approval of this Agreement and by Parent as the Statutory sole shareholder of Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Sub. The Parent Board of Directors of the Company (the “Company Board”) has unanimously adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, resolutions (i) determining that the Merger Consideration constitutes fair value for each Common terms of the Transactions, including the Share Issuance, are advisable and in accordance with the Bermuda Companies Act; best interests of Parent and its shareholders, (ii) determining that the terms of approving this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby Transactions and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the CompanyParent’s shareholders vote in favor of approve the adoption Share Issuance (the “Parent Recommendation”) and directing that the Share Issuance be submitted to Parent’s shareholders for 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 Parent Shareholders Meeting”). Except for any Adverse Recommendation Change made after As of the date of this Agreement Agreement, such resolutions have not been amended or withdrawn. The board of directors of Merger Sub has adopted resolutions (i) determining that is expressly permitted by the terms of the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of Merger Sub and Parent, as its sole shareholder, (ii) approving this Agreement, the Merger and the other transactions contemplated by this Agreement and (iii) 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 date of this Agreement, such resolutions have not been amended or withdrawn. Except for the affirmative vote in favor of approval of the Share Issuance of the holders of shares of Parent Common Stock representing a majority of the votes represented in person or by proxy at the Parent Shareholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual (the “Parent Shareholder Approval”), and (ii) the adoption of this Agreement by Parent as the sole shareholder of Merger Sub (which will occur immediately following the execution and delivery of this Agreement in accordance with Section 6.01(g)), no other corporate proceedings on the part of the Company Parent or its Affiliates Merger Sub are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Transactions. Each of Parent and Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar 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 to Parent or Merger Sub with respect to the Transaction Agreements or the Transactions. None of the execution or delivery of the Transaction Agreements or the consummation of the Transactions will result in (i) the Company, BAT, Imperial or any “Affiliate” or “Associate” (each term as defined in the Rights Agreement) of any of the foregoing becoming an Acquiring Person (as defined in the Rights Agreement), (ii) a Distribution Date or Share Acquisition Date (each as defined in the Rights Agreement) occurring, (iii) the Rights (as defined in the Rights Agreement) separating from the underlying shares of Parent Common Stock or (iv) the holders of the Rights receiving the right to acquire securities of any Party. A true, correct and complete copy of the Rights Agreement has been previously provided to the Company.

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

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, subject only to the receipt of the affirmative votes vote in favor of a majority the approval of this Agreement of three-fourths of the votes cast (whether by holders show of outstanding Common Shares hands or upon a demand for a poll) at the Company Shareholders Meeting by the holders of Class A Shares and Class B Shares, voting together as a single class, with each Class A Share being entitled to one-tenth (1/10th) of one vote per share and each Class B Share being entitled to one (1) vote per share on such matter (the “Company Shareholder Approval”). The Company Board of Directors of the Company has unanimously: (the “Company Board”a) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable approved the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein; (b) determined that the Per Share Merger Consideration constitutes fair value for the Class A Shares in accordance with the Bermuda Companies Act; (c) determined that the terms of this Agreement, including the Merger and the other transactions contemplated by this Agreement, are in the best interests of the Company and its shareholders; (d) declared this Agreement advisable and (ive) resolved to recommend, subject to Section 5.04the terms and conditions of this Agreement, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of approve this Agreement and Agreement, including the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at the Company Shareholders Meeting (the “Company Recommendation”). The Company Board has directed that, subject to and in accordance with the terms of this Agreement, the Company submit the approval of this Agreement and the Statutory Merger Agreement to a duly held vote at a meeting of such the shareholders for such purpose of the Company at which a quorum is present (whether in person or by proxy) of at least two persons holding or representing by proxy at least one-third of the then issued and outstanding Company Shares (including any adjournment, recess or postponement thereof, the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after As of the date of this Agreement that is expressly permitted by the terms of this Agreement, such approvals, determinations and resolutions are valid and have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Actappropriate merger documents as required by Applicable Law). The Company This Agreement has been duly executed and delivered this Agreement, by the Company and, assuming the due authorization, execution and delivery by the Parent and Merger SubParties, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or similar Laws affecting creditors’ rights generally and by to general principles of equityequity (the “Bankruptcy and Equity Exceptions”).

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

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, Transaction Agreements to perform its obligations hereunder and thereunder, which it is a party and to consummate the Merger Transactions. The execution, delivery and performance by the Company of each Transaction Agreement to which it is a party and the other transactions contemplated consummation by this Agreement and the Statutory Merger AgreementCompany of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, if required by Law, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming the due authorization, execution and delivery by Parent and Merger Subof such Transaction Agreements on behalf of the other parties thereto, this each Transaction Agreement to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be subject to such enforceability potentially being limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws other laws affecting the enforcement of creditors’ rights generally (the “Bankruptcy and by general principles Equity Exception”). (b) The Board of equityDirectors of the Company (the “Company Board”), at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the other Transaction Agreements, the Merger and the other Transactions and approving the execution, delivery and performance of this Agreement and the other Transaction Agreements, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the Company’s stockholders adopt this Agreement and give the Company Stockholder Approval (the “Company Board Recommendation”), (iv) rendering the limitations on business combinations contained in Section 203 of the DGCL inapplicable to the Merger, this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby, and (v) electing that the Merger not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement, which resolutions have not been rescinded, modified or withdrawn in any way. Such resolutions are sufficient to render inapplicable to Parent and Sub, and this Agreement and the other Transaction Agreements, the Merger and the other Transactions, the restrictions on business combinations set forth in Section 203 of the DGCL.

Authority; Execution and Delivery; Enforceability. The Company (a) Seller has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, other agreements and instruments to perform its obligations hereunder be executed and thereunder, delivered in connection with this Agreement (the "Ancillary Agreements") to which it is a party and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger AgreementTransactions, subject, in the case of the Merger, subject to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting Stockholder Approval (the “Company Shareholder Approval”as defined in (b) below). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, execution and delivery by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms Seller of this Agreement and the Statutory Merger Agreement, the Merger Ancillary Agreements to which it is a party and the other transactions contemplated hereby and thereby are fair and in the best interests consummation by Seller of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a Transactions have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted authorized by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other all necessary corporate proceedings action on the part of the Company or its Affiliates are necessary Seller, subject to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing receipt of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Stockholder Approval. The Company Seller has duly executed and delivered this AgreementAgreement and the Ancillary Agreements to which it is a party, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes and the Ancillary Agreements to which it is a party constitute its legal, valid and binding obligationobligations, enforceable against it in accordance with its their terms except, in each casesubject, as enforcement may be limited by to enforcement, to applicable bankruptcy, insolvency, reorganizationmoratorium, fraudulent transfer, moratorium reorganization or similar Laws laws affecting creditors’ ' rights generally and to general equitable principles. (b) The board of directors of Seller (the "Seller Board"), at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement and the Ancillary Agreements to which it is a party and the Transactions contemplated by general principles this Agreement, and (ii) recommending that Seller's stockholders approve the issuance of equitythe Shares (the "Share Issuance"; such stockholder approval of the Share Issuance, the "Stockholder Approval"). Such resolutions are sufficient to render inapplicable to Purchaser, this Agreement and the Ancillary Agreements and the Transactions contemplated by this Agreement the provisions of Section 203 of the DGCL. To the best knowledge of Seller, no other state takeover statute or similar statute or regulation applies or purports to apply to Seller with respect to this Agreement, the Ancillary Agreements and the Transactions contemplated by this Agreement. (c) The only vote of holders of any class or series of Capital Stock necessary in connection with this Agreement or to consummate any of the Transactions contemplated by this Agreement is the approval of the Share Issuance by the holders of a majority of the total votes cast on a proposal to approve such issuance, if Seller's Common Stock is approved for listing (the "Listing") on the Nasdaq Stock Market ("Nasdaq") prior to the Share Issuance.

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

Authority; Execution and Delivery; Enforceability. The Company (a) Each of the Flowserve Parties 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 Mergers and the other transactions contemplated by this Agreement and the Statutory Merger AgreementTransactions, subject, subject (w) in the case of the MergerShare Issuance, to the receipt of Flowserve Share Issuance Approval, (x) in the affirmative votes of a majority case of the votes cast Charter Amendments, to the approval of the Name Change Charter Amendment by holders the Flowserve Board and the receipt of outstanding Common Shares at Flowserve Charter Amendment Approvals, (y) in the Company Shareholders Meeting case of the First Merger, to the approval of this Agreement by the sole stockholder of First Merger Sub (which approval shall occur as soon as reasonably practicable following the “Company Shareholder Approval”execution of this Agreement) and (z) in the case of the Second Merger, to the approval of this Agreement by the sole member of Second Merger Sub (which approval shall occur as soon as reasonably practicable following the execution of this Agreement). The Flowserve Board of Directors of the Company (the “Company Board”) has unanimously adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, resolutions (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger Mergers and the other transactions contemplated hereby Transactions, the Share Issuance and thereby are fair the Authorized Shares Charter Amendment advisable and in the best interests of the Company Flowserve and its shareholders; , (ii) approving this Agreement, the Mergers and the other Transactions, the Share Issuance and the Authorized Shares Charter Amendment and (iii) approving recommending that Flowserve’s shareholders approve the Share Issuance and declaring advisable authorize the execution, delivery Authorized Shares Charter Amendment (the “Flowserve Recommendation”) and performance of this Agreement directing that the Share Issuance and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject Authorized Shares Charter Amendment be submitted to Section 5.04, convening a meeting of the shareholders and recommending that the CompanyFlowserve’s shareholders vote in favor of the adoption for approval and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, authorization at a duly held meeting of such shareholders for such purpose (the “Company Flowserve Shareholders Meeting”). Except for any Adverse Recommendation Change made after As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of First Merger Sub has adopted resolutions (A) determining that this Agreement, the First Merger and the other Transactions are advisable and in the best interests of First Merger Sub and its sole stockholder, (B) adopting this Agreement and approving the First Merger and (C) recommending that is expressly permitted by the terms sole stockholder of First Merger Sub adopt this Agreement and approve the First Merger and submitting this Agreement to the sole stockholder of First Merger Sub for approval and adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Flowserve, as the sole member of Second Merger Sub, 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 solely in the case of (I) the Share Issuance, for the Company Shareholder approval of the Share Issuance by the affirmative vote of the holders of a majority of the voting power of the shares of Flowserve Common Stock represented in person or by proxy at Flowserve Shareholders Meeting, as required by NYSE Rule 312.03 (the “Flowserve Share Issuance Approval”), (II) the Charter Amendments, for (x) the approval by the Flowserve Board of the Name Change Charter Amendment, (y) the authorization of the Name Change Charter Amendment by the affirmative vote of the holders of a majority of the outstanding shares of Flowserve Common Stock entitled to vote on such matter at Flowserve Shareholders Meeting (the “Flowserve Name Change Approval”) and (z) for the Authorized Shares Charter Amendment by the affirmative vote of the holders of a majority of the outstanding shares of Flowserve Common Stock entitled to vote on such matter at Flowserve Shareholders Meeting (the “Flowserve Authorized Shares Approval” and, together with the Flowserve Name Change Approval, the “Flowserve Charter Amendment Approvals”), (III) the First Merger, for the approval of this Agreement and the First Merger by the sole stockholder of First Merger Sub and (IV) the Second Merger, for the approval of this Agreement and the Second Merger by the sole member of Second Merger Sub, no other corporate or limited liability company proceedings (other than obtaining the approvals and making the filings contemplated by Section 4.05(b)(iii)) on the part of the Company or its Affiliates Flowserve Parties are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and Mergers or the other transactions contemplated by this Transactions. This Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has been duly executed and delivered this Agreement, by the Flowserve Parties and, assuming the due authorization, execution and delivery by Parent and Merger SubChart, this Agreement constitutes its legal, a valid and binding obligationagreement of the Flowserve Parties, enforceable against it each Flowserve Party in accordance with its terms exceptterms, in each case, case except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityequity (the “Bankruptcy and Equity Exception”). (b) Assuming the accuracy of the representations made in Section 5.04, the Flowserve 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. The Company (a) Each of SJW and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its respective obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Mergerissuance of SJW Common Shares constituting the Merger Consideration (the “Share Issuance”) and the SJW Charter Amendment, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder SJW Stockholder Approval”). The SJW 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 SJW was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; approving and adopting this Agreement, (ii) determining that the terms of entering into this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and is in the best interests of the Company SJW and its shareholders; stockholders, (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; SJW Charter Amendment and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the CompanySJW’s shareholders stockholders vote in favor of the adoption and approval of this Agreement the Share Issuance and the Statutory Merger Agreement SJW Charter Amendment and directing that the Share Issuance and the transactions contemplated hereby and thereby, including the Merger, SJW Charter Amendment be submitted to SJW’s stockholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders SJW Stockholders Meeting”) (clauses (i), (ii), (iii) and (iv) being referred to as the “SJW Recommendation”). Except for any Adverse Recommendation Change made after The execution and delivery of this Agreement and the 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 that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for (i) the approval of the Share Issuance by the affirmative vote of the holders of a majority of the outstanding 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 Shareholder Manual, and (ii) the approval of the SJW Charter Amendment by a majority of the outstanding SJW Common Shares entitled to vote thereon at the SJW Stockholders Meeting, as required by Section 242 of the DGCL (clauses (i) and (ii) being referred to as the “SJW Stockholder Approval”), no other corporate proceedings on the part of the Company SJW or its Affiliates Merger Sub are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActCBCA). The Company Each of SJW and Merger Sub has duly executed and delivered this Agreement, 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 exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The 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 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 result of this Agreement, the Merger or any of the other transactions contemplated by this Agreement, or the Voting Agreements, in respect of SJW.

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

Authority; Execution and Delivery; Enforceability. The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations covenants and agreements hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreementhereby, subject, in the case of including the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Parent Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, resolutions (ia) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and it is in the best interests of the Company Parent and its shareholders; (iii) approving , and declaring advisable the it advisable, for Parent to enter into this Agreement, (b) adopting this Agreement and approving Parent’s execution, delivery and performance of this Agreement and the Statutory Merger Agreement and consummation of the transactions contemplated hereby and therebyby this Agreement, including the Merger; Merger and (ivc) subject resolving to recommend that Parent’s shareholders approve the Parent Articles of Incorporation Amendment and the issuance of shares of Parent Common Stock as part of the Merger Consideration to the extent required pursuant to Section 5.04, convening a meeting 312.03 of the shareholders NYSE Listed Company Manual (the “Parent Board Recommendation”) and recommending directing that the CompanyParent Articles of Incorporation Amendment be submitted to Parent’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Parent Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part withdrawn as of the Company or date of this Agreement. The board of directors of Merger Sub has adopted resolutions (i) determining that it is in the best interests of Merger Sub and its Affiliates are necessary shareholder, and declaring it advisable, for Merger Sub to authorize or adopt enter into this Agreement, (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement and the Statutory Merger Agreement or to consummate consummation of the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, andincluding the Merger, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity.and‌

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and each of the Statutory Merger Agreement, Transaction Agreements to perform its obligations hereunder and thereunder, which it is a party and to consummate the Merger transactions contemplated thereby. Assuming the representation made in Section 4.07 is correct, the execution and delivery by the Company of each Transaction Agreement to which it is a party and the other consummation by the Company of the transactions contemplated thereby have been duly authorized by this Agreement and all necessary corporate action on the Statutory Merger Agreementpart of the Company, subject, subject in the case of the Merger, Merger to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Stockholder Approval, and no other corporate proceedings on the part of the Company are or its Affiliates are will be necessary to authorize or adopt this Agreement and the Statutory Merger Agreement Transaction Agreements to which it is a party or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)thereby. The Company has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this each such Transaction Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 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 contemplated hereby and thereby, (ii) determining that the terms exceptof the Merger, the Transaction Agreements and the other transactions contemplated hereby and thereby are fair to and in each casethe best interests of the Company’s stockholders and (iii) declaring the Agreement advisable, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. Assuming the representation made in Section 4.07 is correct, the approval of this Agreement, the other Transaction Agreements, the Merger and the other transactions contemplated hereby and thereby 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 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 or the other Transaction Agreements and the consummation of the Merger and the other transactions contemplated hereby and thereby. To the Company’s knowledge, insolvency, reorganization, fraudulent transfer, moratorium 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 and the other Transaction Agreements, the Merger or any of the other transactions contemplated hereby or thereby. (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 general principles the holders of equitya majority of the outstanding Company Common Stock (the “Company Stockholder Approval”). The execution and delivery of the Principal Stockholder Consents will constitute the Company Stockholder Approval. The affirmative vote or consent of the holders of Company Capital Stock, or any of them, is not necessary to approve any Transaction Agreement other than this Agreement or consummate any of the transactions contemplated hereby or thereby other than the Merger.

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes vote of the holders of a majority of the votes cast by holders outstanding shares of outstanding Common Shares Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder 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) 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; , (iiiii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyhereby, including the Merger; , and (iviii) subject submitting to Section 5.04, convening a meeting of the Company’s shareholders for adoption and approval and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyhereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after As of the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Certificate of Merger Application in accordance with the Registrar pursuant to relevant provisions of the Bermuda Companies ActCBCA). 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, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

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 and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger Transactions. The execution and the other transactions contemplated delivery by each of Parent and Sub of this Agreement and the Statutory Merger Agreementconsummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Sub, subject, subject in the case of the Merger, Share Issuance and the Charter Amendment to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting Parent Shareholder Approval (the “Company Shareholder Approval”as defined in Section 4.04(c)). The Board Parent, as sole shareholder of Directors of the Company (the “Company Board”) Sub, has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of approved this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part Each of the Company or its Affiliates are necessary to authorize or adopt this Agreement Parent and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its a legal, valid and binding obligation, enforceable against it each of them in accordance with its terms exceptterms. (b) The Board of Directors of Parent (the "Parent Board"), in each caseat a meeting duly called and held duly and unanimously adopted resolutions (i) approving this Agreement, as enforcement may be limited by bankruptcythe Merger, insolvencythe Share Issuance and the other Transactions (other than the Charter Amendment )and (ii) recommending that Parent's shareholders approve the Share Issuance. The Parent Board will adopt resolutions approving the Charter Amendment and recommending that Parent's shareholders approve the Charter Amendment promptly after a new name for Parent has been determined pursuant to Section 1.08. (c) The affirmative vote of the holders of a majority of the shares of Parent Common Stock represented at the Parent Shareholder Meeting and entitled to vote thereon approving the Share Issuance and the Charter Amendment, reorganizationprovided that a majority of the shares of the outstanding Parent Common Stock is present and votes on such proposals at the Parent Shareholder Meeting (the "Parent Shareholder Approval"), fraudulent transferis the only vote of the holders of any class or series of shares or other securities of Parent necessary to approve the Merger, moratorium or similar Laws affecting creditors’ rights generally this Agreement, the Share Issuance, the Charter Amendment and by general principles of equitythe other Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated hereby. The execution and delivery by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, consummation by the Merger and Company of the other transactions contemplated hereby and thereby are fair and in have been duly authorized by all necessary corporate action on the best interests part of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company are or its Affiliates are will be necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)hereby. The Company has duly executed and delivered this Agreement, and, assuming the due authorizationlegal, execution valid and delivery by binding obligations of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor's rights, and to general equitable principles). (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 Merger and the other transactions contemplated hereby and thereby, (ii) determining that the terms of the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company's stockholders, (iii) declaring the Agreement advisable, (iv) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company's stockholders, and (v) resolving to recommend to the Company's stockholders that they adopt this Agreement (such recommendation, the "Company Recommendation"), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The provisions of Section 203 of the DGCL are inapplicable to this Agreement, the Merger and the other transactions contemplated hereby. To the Company's Knowledge, no 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 of the other transactions contemplated hereby. (c) 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 general principles the holders of equitya majority of the outstanding Company Common Stock in accordance with the DGCL and the regulations of the New York Stock Exchange (the "Company Stockholder Approval").

Authority; Execution and Delivery; Enforceability. The Company Live Nation has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the MergerShare Issuance, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Live Nation Stockholder Approval”). The Board of Directors of the Company Live Nation (the “Company "Live Nation Board”") has adopted resolutions, by unanimous vote of the all directors present at a meeting duly called at which a quorum of directors of the Company Live Nation was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement is in the best interests of Live Nation and the Statutory Merger its stockholders, (iii) declaring this Agreement and the transactions contemplated hereby and thereby, including the Merger; by this Agreement advisable and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders Live Nation's stockholders vote in favor of the adoption and approval of this Agreement the issuance of Live Nation Common Stock constituting the Merger Consideration (the "Share Issuance") and directing that the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, Share Issuance be submitted to Live Nation's stockholders for approval at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders "Live Nation Stockholders Meeting”"). Except for any Adverse Recommendation Change made after As of the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the approval of the Share Issuance by the affirmative vote of the holders of a majority of the voting power of the shares of Live Nation Common Stock represented in person or by proxy at the Live Nation Stockholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Shareholder Manual (the "Live Nation Stockholder Approval"), no other corporate proceedings on the part of the Company or its Affiliates Live Nation are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Agreement. The Company Live Nation has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubTicketmaster, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equityterms.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of R&M, Merger Sub and Merger Sub II has all requisite corporate power and authority authority, as applicable, 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 Second Merger (if required pursuant to Section 1.05) and the other transactions contemplated by this Agreement, subject, in the case of the Merger and the other transactions contemplated by this Agreement and hereby, including the Statutory Merger Agreementissuance of the R&M Common Shares constituting the Stock Consideration (the “Share Issuance”), subjectto the receipt of the R&M Shareholder Approval and, in the case of the Merger, to the receipt approval of the affirmative votes Merger and adoption of a majority this Agreement by R&M, as the sole stockholder of Merger Sub and, in the case of the votes cast Second Merger, to the approval of the Second Merger and adoption of this Agreement by holders R&M, as the sole stockholder of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)Merger Sub II. The R&M Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a vote of the directors present at a meeting duly called at which a quorum of directors of the Company R&M was present, : (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; approving this Agreement, (ii) determining that the terms of entering into this Agreement is in the best interests of R&M and its shareholders, (iii) declaring the Statutory Merger Agreementadvisable, and (iv) recommending that R&M’s shareholders vote in favor of the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyhereby, including the Merger; Share Issuance, and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending directing that the Company’s shareholders vote in favor of the adoption and approval of this Agreement Merger and the Statutory Merger Agreement and the other transactions contemplated hereby and therebyhereby, including the MergerShare Issuance, be submitted to R&M’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company R&M Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. Except The Board of Directors of Merger Sub has adopted resolutions, by unanimous written consent: (i) approving this Agreement, (ii) declaring advisable the Merger on substantially the terms and conditions set forth in this Agreement and determining that the Merger is in the best interests of Merger Sub and R&M, as its sole stockholder, and (iii) recommending that R&M, as sole stockholder of Merger Sub, approve the Merger and adopt this Agreement, and directing that the Merger be submitted to R&M, as sole stockholder of Merger Sub, for approval. The Board of Directors of Merger Sub II has adopted resolutions, by unanimous written consent: (i) approving this Agreement, (ii) declaring advisable the Second Merger on substantially the terms and conditions set forth in this Agreement and determining that the Second Merger is in the best interests of Merger Sub II and R&M, as its sole stockholder, and (iii) recommending that R&M, as sole stockholder of Merger Sub II, approve the Second Merger and adopt this Agreement, and directing that the Second Merger be submitted to R&M, as sole stockholder of Merger Sub II, for approval. Such resolutions of the Boards of Directors of Merger Sub and Merger Sub II have not been amended or withdrawn as of the date of this Agreement. R&M, as sole stockholder of Merger Sub and Merger Sub II, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, approve the Merger and the Second Merger, respectively, and adopt this Agreement. Except: 21 (A) for the Company approval of the Merger and the other transactions contemplated hereby, including the Share Issuance, by the affirmative vote of the holders of two-thirds of the outstanding R&M Common Shares entitled to vote thereon at the R&M Shareholders Meeting (the “R&M Shareholder Approval”), and (B) solely in the case of the Merger and the Second Merger, for the approval of the Merger and the Second Merger and adoption of this Agreement by R&M, as the sole stockholder of Merger Sub and the sole member of Merger Sub II, respectively, no other corporate proceedings on the part of the Company R&M, Merger Sub or its Affiliates Merger Sub II are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the Second Merger (if required pursuant to Section 1.05) and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing the execution and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to the Bermuda Companies ActDGCL). The Company Each of R&M, Merger Sub and Merger Sub II has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubT-3, this Agreement constitutes its a legal, valid and binding obligationobligation of each of R&M, Merger Sub and Merger Sub II, enforceable against it in accordance with its terms exceptterms, in each casesubject as to enforceability, as enforcement may be limited by to bankruptcy, insolvency, reorganization, fraudulent transfermoratorium, moratorium and other Laws of general applicability relating to or similar Laws affecting creditors’ creditors rights generally and by to general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The R&M Board has adopted such resolutions as are necessary to render inapplicable to any transaction occurring after the Effective Time the provisions of Section 1704.02 of the OGCL to any holder of T-3 Common Stock that becomes an “interested shareholder” (as defined in Section 1704.01 of the OGCL) of R&M as a result of such holder’s receipt of the Stock Consideration. No other “interested shareholder,” “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or similar statute or regulation, or similar provision or term of the R&M Articles or R&M Code, applies with respect to R&M, Merger Sub or Merger Sub II with respect to this Agreement, the Merger, the Second Merger (if required pursuant to Section 1.05) or any of the other transactions contemplated by this Agreement.

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

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

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes vote of the holders of a majority of the votes cast by holders voting power of outstanding all shares of Company Common Shares Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company Board of Directors of the Company (the “Company Board”) has adopted resolutionshas, by resolutions duly adopted by the unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Company was presentdirectors, (ia) determining determined that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreementtransactions contemplated hereby, including the Merger Merger, are advisable, (b) determined that this Agreement and the other transactions contemplated hereby and thereby hereby, including the Merger, are fair to and in the best interests of the Company and its shareholders; , (iiic) approving and declaring advisable the execution, delivery and performance of approved this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyhereby, including the Merger; and , (ivd) subject to Section 5.04, convening a meeting assuming the accuracy of the shareholders representations and recommending warranties set forth in Section 3.10, taken all actions necessary so that the Company’s shareholders restrictions on business combinations and stockholder vote requirements contained in favor Section 203 of the adoption and approval DGCL will not apply with respect to or as a result of the Merger, this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyhereby, including (e) directed that the Merger, adoption of this Agreement be submitted to a vote of the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of , and (f) resolved to recommend that its shareholders adopt this Agreement in accordance with the applicable provisions of the DGCL (provided that is expressly permitted any change or modification or rescission of such resolutions by the terms Company Board in accordance with Section 5.04(d) shall not be a breach of the representation in this Agreement, such resolutions have not been amended or withdrawnsentence). Except for the Company Shareholder Approval, no other corporate proceedings or approvals on the part of the Company or its Affiliates are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Agreement. The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

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

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Parent and M▇▇▇▇▇ Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger AgreementTransactions, subject, in the case of the MergerShare Issuance, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Parent Stockholder Approval”). The Parent 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 Parent was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of approving and declaring advisable this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are Transactions, (ii) declaring that it is fair to, and in the best interests of the Company of, Parent and its shareholders; stockholders that Parent enter into this Agreement and consummate the Merger and the other Transactions and (iii) approving issuing the Parent Recommendation and declaring advisable directing that the execution, delivery and performance of this Agreement and Share Issuance be submitted to Parent’s stockholders for approval at the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting Parent Stockholder Meeting. As of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has adopted resolutions by unanimous vote (A) approving and declaring advisable this Agreement, the Merger and the other Transactions, (B) declaring that it is fair to, and in the best interests of, its sole stockholder that Merger Sub enter into this Agreement and consummate the Merger and the other Transactions and (C) recommending that the sole stockholder of Merger Sub adopt this Agreement. Except for (1) the Company Shareholder filing of the Certificate of Merger, (2) the adoption of this Agreement by Parent, as the sole stockholder of Merger Sub, in accordance with the Parent Charter and the DGCL and (3) solely in the case of the Share Issuance, the approval of the Share Issuance by the affirmative vote of the holders of a majority of the voting power of the shares of Parent Capital Stock represented in person or by proxy at the Parent Stockholder Meeting, as required by Nasdaq Listing Rule 5635 (the “Parent Stockholder Approval”), no other corporate proceedings on the part of the Company Parent or its Affiliates Merger Sub are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and or the other transactions contemplated by this Agreement Transactions. Each of Parent and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement except that such enforceability (x) may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, reorganization, moratorium or and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (y) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) None of Section 203 of the DGCL nor any other “business combination”, “control share acquisition”, “fair price”, “moratorium”, “interested stockholder” or other anti-takeover Laws (each, a “Takeover Law”) applies to Parent or Merger Sub with respect to the Transaction Agreements or the Transactions.

Authority; Execution and Delivery; Enforceability. The Company (a) Chart has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger ▇▇▇▇▇▇ and the other transactions contemplated by this Agreement and the Statutory Merger AgreementTransactions, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Chart Stockholder Approval”). The Chart Board of Directors of the Company (the “Company Board”) has unanimously adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, resolutions (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby Transactions are advisable, fair to, and in the best interests of the Company of, Chart and its shareholders; stockholders, (ii) adopting this Agreement and approving the Merger and (iii) approving and declaring advisable the execution, delivery and performance of recommending that Chart’s stockholders approve this Agreement and the Statutory Merger Agreement (the “Chart Recommendation”) and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending directing that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement be submitted to Chart’s stockholders for adoption and the transactions contemplated hereby and thereby, including the Merger, approval at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Chart Stockholders Meeting”). Except for any Adverse Recommendation Change made after As of the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder approval of this Agreement and the Merger by the affirmative vote of the holders of a majority of the shares of Chart Common Stock (the “Chart Stockholder Approval”), no other corporate proceedings (other than obtaining the approvals and making the filings contemplated by Section 5.05(b)(iii)) on the part of the Company or its Affiliates Chart are necessary to authorize authorize, adopt or adopt approve, as applicable, this Agreement and the Statutory Merger Agreement or to consummate the Merger and or the other transactions contemplated by this Transactions. This Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has been duly executed and delivered this Agreement, by Chart and, assuming the due authorization, execution and delivery by Parent and Merger Subthe ▇▇▇▇▇ ▇▇▇▇▇▇ Parties, this Agreement constitutes its legal, a valid and binding obligationagreement of Chart, enforceable against it in accordance with its terms exceptterms, in each casecase subject to the Bankruptcy and Equity Exception. (b) Assuming the accuracy of the representations made in Section 4.02, as enforcement may be limited by bankruptcythe Chart Board has taken all necessary actions so that no “fair price”, insolvency“moratorium”, reorganization“control share acquisition” or other similar anti-takeover statute or regulations (each, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equitya “Takeover Statute”) is applicable to the Transactions.

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

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and Transactions, including the other transactions contemplated by this Agreement and the Statutory Merger AgreementMerger, subject, in the case of the MergerShare Issuance and Parent Charter Amendment, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting Parent Stockholder Approval. (the “Company Shareholder Approval”). b) The Parent 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 Parent was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and is in the best interests of Parent and the Company and its shareholders; Parent Stockholders, (iiiii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyTransactions, including the Merger, the Share Issuance and the Parent Charter Amendment, and (iii) recommending that the Parent Stockholders vote in favor of approval of the Share Issuance and the Parent Charter Amendment, and directing that the Share Issuance and Parent Charter Amendment be submitted to the Parent Stockholders for approval at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders "Parent Stockholders Meeting”"). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. (c) The Board of Directors of Merger Sub has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Merger Sub was present, approving and adopting this Agreement and determining that entering into this Agreement is in the best interests of Merger Sub and its shareholder, and Parent, as the sole shareholder of Merger Sub, has approved this Agreement and the Transactions. Such resolutions have not been amended or withdrawn as of the date of this Agreement. (d) Except for (i) the approval of the Share Issuance by the affirmative vote of the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at the Parent Stockholders Meeting, as required by section 312.03 of the NYSE Listed Company Shareholder Manual and (ii) the approval of the Parent Charter Amendment by the affirmative vote of holders of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon (the approvals described in clauses (i) and (ii) collectively are referred to herein as the "Parent Stockholder Approval"), no other corporate proceedings on the part of the Company Parent or its Affiliates Merger Sub are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement Transactions (except for executing and delivering the Statutory Merger Agreement and the filing of the appropriate merger documents as required by the VSCA). (e) Each of Parent and Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, this Agreement constitutes its a legal, valid and binding obligation, enforceable against it Parent and Merger Sub in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ ' rights generally and by general principles of equity.

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

Authority; Execution and Delivery; Enforceability. The Company has (a) Potlatch and Merger Sub have all requisite corporate or limited liability company (as applicable) power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its their obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the MergerShare Issuance, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Potlatch Stockholder Approval”). The Board of Directors of the Company Potlatch (the “Company Potlatch 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 Potlatch was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; approving and adopting this Agreement, (ii) determining that the terms of entering into this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and is in the best interests of the Company Potlatch and its shareholders; stockholders, (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyadvisable, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the CompanyPotlatch’s shareholders stockholders vote in favor of the adoption and approval of this Agreement the issuance of shares of Potlatch Common Stock constituting the Merger Consideration (the “Share Issuance”) and directing that the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, Share Issuance be submitted to Potlatch’s stockholders for approval at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Potlatch Stockholders Meeting”) (clauses (i), (ii), (iii) and (iv) being referred to as the “Potlatch Recommendation”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. Potlatch, as the sole member of Merger Sub, has approved and adopted this Agreement and the Merger. Except for the Company Shareholder approval of the Share Issuance by the affirmative vote of the holders of a majority of the votes cast by holders of Potlatch Common Stock at the Potlatch Stockholders Meeting, as required by Nasdaq Rule 5635(d) (the “Potlatch Stockholder Approval”), no other corporate or limited liability company proceedings on the part of the Company Potlatch or its Affiliates Merger Sub are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to DGCL and the Bermuda Companies LLC Act). The Company has Potlatch and Merger Sub have duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubDeltic, this Agreement constitutes its the legal, valid and binding obligationobligation of Potlatch and Merger Sub, enforceable against it in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The Potlatch 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 applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement in respect of Potlatch.

Authority; Execution and Delivery; Enforceability. The Company (a) Each of Biovail, BAC and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the MergerShare Issuance and the Valeant Stock Plan Assumption, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Biovail Stockholder Approval”). The Board of Directors of the Company Biovail (the “Company Biovail 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 Biovail was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; approving this Agreement, (ii) determining that the terms of entering into this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and is in the best interests of the Company Biovail and its shareholders; stockholders, (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and therebyadvisable, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the CompanyBiovail’s shareholders stockholders vote in favor of the adoption and (A) approval of this Agreement the issuance of Biovail Common Stock constituting the Merger Consideration, (B) the change of Biovail’s name to “Valeant Pharmaceuticals International, Inc.” (the “Name Change”) and (C) the issuance of Biovail Common Stock under Valeant Stock Plans, outstanding Valeant Stock Options and Valeant Restricted Stock Units assumed by Biovail pursuant to the Valeant Stock Plan Assumption (the “Share Issuance”) and the Statutory Merger Agreement Valeant Stock Plan Assumption and directing that the Share Issuance and the transactions contemplated hereby and thereby, including the Merger, Valeant Stock Plan Assumption be submitted to Biovail’s stockholders for approval at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Biovail 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 Biovail that will continue as directors of the Combined Company to support the declaration and payment of the Post-Merger Special Dividend at the applicable time. Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such Such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part withdrawn as of the Company or its Affiliates are necessary to authorize or adopt date of this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act)Agreement. The Company Board of Directors of Merger Sub has duly executed and delivered adopted resolutions (i) approving this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, (ii) determining that entering into this Agreement constitutes its legal, valid is in the best interests of Merger Sub and binding obligation, enforceable against it in accordance with its terms except, in each caseBAC, as enforcement may be limited by bankruptcyits sole stockholder, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity.(iii) declaring this Agreement advisable 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 and and, subject to the Statutory Merger AgreementParent Stockholder Approval (as defined below), to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”)hereby. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and in the best interests of the Company and its shareholders; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize or adopt this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject to the Parent Stockholder Approval (as defined in Section 4.04(c) below). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes con- stitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as except that enforcement hereof may be subject to or limited by (i) bankruptcy, insolvencyinsolvency or other similar laws, reorganizationnow or hereafter in effect, fraudulent transfer, moratorium or similar Laws affecting its creditors’ ' rights generally and by (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Each of the special committee of the Parent board of directors (the "Parent Board") formed in connection with the Merger and the other transactions contemplated hereby (the "Parent Special Committee") and the Parent Board, at meetings duly called and separately held, duly and unanimously adopted resolutions (which resolutions have not been rescinded or modified) (i) approving this Agreement and approving the Merger and the other transactions contemplated hereby, (ii) determining that the terms of the Merger and the other transactions contemplated hereby are advisable and fair to and in the best interests of Parent and its stockholders and (iii) recommending that Parent's stockholders approve the increase in the authorized share capital of Parent and the issuance of shares of Parent Common Stock in the Merger pursuant to this Agreement. (c) The increase in the authorized capital stock of Parent and the issuance of shares of Parent Common Stock in the Merger pursuant to this Agreement require the approval of a majority of the outstanding shares of Parent Common Stock entitled to vote (the "Parent Stockholder Approval"). Parent, as the sole stockholder of Merger Sub, has approved the Merger (which approval has not been rescinded or modified).

Authority; Execution and Delivery; Enforceability. The Company (a) Plum Creek has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Plum Creek Stockholder Approval”). The Board of Directors of the Company Plum Creek (the “Company Plum Creek 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 Plum Creek was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; approving this Agreement, (ii) determining that the terms of entering into this Agreement and the Statutory Merger Agreement, the Merger and the other transactions contemplated hereby and thereby are fair and is in the best interests of the Company Plum Creek and its shareholders; stockholders, (iii) approving and declaring advisable the executionthis Agreement advisable, delivery and performance of (iv) recommending that Plum Creek’s stockholders adopt this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending directing that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger, be submitted to Plum Creek’s stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Plum Creek Stockholders Meeting”) (clauses (i). Except for any Adverse Recommendation Change made after , (ii), (iii) and (iv) being referred to as the date of this Agreement that is expressly permitted by “Plum Creek Recommendation”) and (v) amending the terms of this Agreement, such Plum Creek By-Laws to include the provision set forth in Exhibit B. Such resolutions have not been amended or withdrawnwithdrawn as of the date of this Agreement. Except for the Company Shareholder adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Plum Creek Common Stock entitled to vote at the Plum Creek Stockholders Meeting (the “Plum Creek Stockholder Approval”), no other corporate proceedings on the part of the Company or its Affiliates Plum Creek are necessary to authorize authorize, adopt or adopt approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with appropriate merger documents as required by the Registrar pursuant to DGCL and the Bermuda Companies ActWBCA). The Company Plum Creek has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by Parent and Merger SubWeyerhaeuser, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The Plum Creek 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 applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement in respect of Plum Creek.