Common use of REPRESENTATIONS AND WARRANTIES OF PARENT Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Parent has all necessary corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Company as follows: : (a) Parent is the Record Holder and beneficial owner of, and has good and valid title to, the Existing Shares, free and clear of Liens other than as created by this Agreement. Parent has voting power, power of disposition, and power to agree to all necessary corporate of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares. As of the date hereof, other than the Existing Shares and the Voting Share, Parent is not the Record Holder and does not own beneficially any (i) shares or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares or voting securities of the Company or (iii) options or other applicable rights to acquire from the Company any shares, voting securities or securities convertible into or exchangeable for shares or voting securities of the Company. The Existing Shares are not subject to any voting trust agreement or other contract to which Parent is a party restricting or otherwise relating to the voting or Transfer of the Covered Shares. Parent has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Existing Shares, except as contemplated by this Agreement. (b) Parent is duly organized, validly existing as a corporation and in good standing under the laws of the State of Delaware and has all requisite power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereunder. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other actions or proceedings on the part of Parent are necessary to authorize the execution and delivery by Parent of this Agreement, other than the performance by Parent of its obligations hereunder or the consummation by Parent of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (i) Except for the applicable requirements of the Exchange Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby nor compliance by Parent with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such Consents thatproperty or asset of Parent pursuant to, if not obtainedany contract to which Parent is a party or by which Parent or any property or asset of Parent is bound or affected or (C) violate any order, made writ, injunction, decree, statute, rule or givenregulation applicable to Parent or any of Parent’s properties or assets except, in the case of clause (B) or (C), for breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on impair the ability of Parent to perform its obligations hereunder. (d) As of the date of this Agreement, there is no action, suit, investigation, complaint or other proceeding pending against Parent or, to the knowledge of Parent, any other Person or, to the knowledge of Parent, threatened against Parent or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by the Company of its rights under this Agreement or to consummate the transactions contemplated performance by any Party of its obligations under this Agreement. (e) Parent understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon Parent’s execution and delivery of this Agreement and the representations and warranties of Parent contained herein.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Optionee and the Company as follows: : (a) Parent has all necessary the requisite corporate or other applicable power and authority to execute enter into and deliver this Agreement, to perform its obligations hereunder herein, and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent this Agreement and, assuming the due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe Optionee and the Company, constitutes this Agreement is a legalvalid, valid legal and binding obligation of Parent, enforceable against Parent in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and subject to the Bankruptcy and Equity Exception. Neither the execution and delivery general principles of this Agreement by Parent, nor the consummation by Parent equity (regardless of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any whether such enforcement is considered in a proceeding at Law or Judgment applicable to Parent or any of its Subsidiaries or at equity). (yb) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the The execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder hereunder, and the consummation by Parent of the transactions contemplated hereby, do not and will not (i) conflict with Parent’s certificate of incorporation or bylaws, (ii) materially violate or materially conflict with any constitution, Law applicable to Parent or any of Parent’s assets or properties or (iii) violate or conflict with in any material respect, result in any material breach of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a default) under, any material agreement to which Parent is a party or by which any of its assets or properties is bound. No consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person, on the part of Parent is required to be made or obtained in connection with the execution, delivery and performance of this AgreementAgreement and the consummation of the transactions contemplated hereby, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably any filings as may be expected to have a material adverse effect on the ability of Parent to perform its obligations required under this Agreement or to consummate the transactions contemplated by this Agreementapplicable state “Blue Sky” Laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. In connection with the transactions contemplated hereby, Parent hereby represents and warrants to each Shareholder Rollover Investor, as follows: Parent has all necessary corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreementdate hereof and as of the Rollover Closing, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action that: (including any shareholder vote or other actiona) on the part of Parent is necessary a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to authorize do business in every jurisdiction in which the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject failure to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, so qualify might reasonably be expected to have a material adverse effect on the ability financial condition, operating results, assets, operations or business prospects of Parent and its Subsidiaries taken as a whole. Parent has all requisite [corporate] power and authority and all material licenses, permits and authorizations necessary to perform own and operate its obligations under this Agreement or properties, to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution carry on its businesses as now conducted and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder presently proposed to be conducted and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate carry out the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement has been duly authorized by Parent and this Agreement constitutes a valid and binding obligation of Parent, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The execution and delivery by Parent of this Agreement, the issuance of the Parent Shares hereunder, and the fulfillment of and compliance with the respective terms hereof do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any Lien upon Parent’s equity interests or assets pursuant to, (iv) give rise to any right of first refusal, preemptive right, tagalong right, transfer right or other similar right of any other party to, (v) give any third party the right to modify, terminate or accelerate any obligation under, (vi) result in a violation of or (vii) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Authority pursuant to, the Company Organizational Documents, or any law, statute, rule or regulation to which Parent is subject, or any agreement, instrument, order, judgment or decree to which Parent is a party or by which it is bound. (c) The Parent Shares, when issued pursuant to the terms of this Agreement, will be duly authorized, validly issued and outstanding, fully paid, non-assessable and free and clear of all Liens, other than as applicable to the Parent Shares or the holders thereof under applicable federal and state securities laws, the Financing Documents, the Certificate of Incorporation or the Bylaws of Parent. (d) Parent was formed solely in connection with the transactions contemplated by the Merger Agreement and, except for obligations incurred or actions taken in connection with its formation or the negotiation and consummation of this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby, Parent has not engaged in any business or activity of any type or kind.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Company and the Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent this Agreement, and, assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe Company and the Stockholder, this Agreement constitutes a legal, the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except that such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and (B) is subject to the Bankruptcy rules governing the availability of specific performance, injunctive relief or other equitable remedies and Equity Exceptiongeneral principles of equity, regardless of whether considered in a proceeding in equity or at law. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate Parent, any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions provision of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or assets of Parent are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Order or any Law applicable to Parent or the properties or assets of its Subsidiaries’Parent. No Consent of, if applicableor registration, obligations under declaration or filing with, any such ContractGovernmental Entity or other Person is required to be obtained or made by or with respect to Parent in connection with the execution, except, in the case delivery and performance of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions as contemplated by this the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholder as follows: : (a) Parent has all necessary corporate or other applicable power been duly organized, is validly existing and authority to execute in good standing as a corporation under the laws of the State of Minnesota. The execution and deliver delivery by Parent of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement its obligations hereunder, and the consummation of the transactions contemplated hereby have been duly and validly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. Parent. (b) This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe Stockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as the Bankruptcy enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, fraudulent conveyance, moratorium or other similar laws affecting the rights of creditors generally and Equity Exception. by general equitable principles. (c) Neither the execution and delivery by Parent of this Agreement Agreement, the performance by ParentParent of its obligations hereunder, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereofhereby, will (i) conflict constitute a breach of or result in a default, or event that with notice or violate lapse of time or both would become a default (or give rise to any provision rights of the certificate of incorporationtermination, bylaws cancellation or other comparable charter acceleration, or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable unilateral rights to Parent amend, or any right to acquire any securities or assets, or any loss of its Subsidiaries or (y) violate or constitute a default benefit), under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate by which Parent or its properties or assets is bound; (ii) violate any Law applicable to Parent; or (iii) result in the creation or imposition of any Encumbrance on Parent’s properties or assets, except for any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), foregoing as would notnot and would not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a material adverse effect on materially impair the ability of Parent to perform its obligations under this Agreement hereunder or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have hereby on a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementtimely basis.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Company that (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder, (b) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject except as such enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity, (d) assuming that the consents, approvals, authorizations, permits, filings and notifications referred to the Bankruptcy and Equity Exception. Neither in subsection (e) are obtained or made, as applicable, the execution and delivery of this Agreement by ParentParent does not, nor and the consummation performance of this Agreement by Parent of the transactions contemplated by this Agreementwill not, nor performance or compliance by Parent with result in any of the terms or provisions hereofViolation pursuant to, will (iA) conflict with or violate any provision of the certificate Certificate of incorporationIncorporation or By-laws, bylaws each as amended, of Parent, (B) any provisions of any material mortgage, indenture, lease, contract or other comparable charter agreement, instrument, permit, concession, franchise, or organizational documents of Parent license or (iiC) (x) violate any Law judgment, order, decree, statute, law, ordinance, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of the termsassets, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, except in the case of clause each of clauses (ii)B) and (C) immediately, as above, for Violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent Material Adverse Effect, (e) except as described in Section 5.05 of the ability Merger Agreement and Section 3(a) of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for , and except as may be required under the Exchange Act, the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or Regulatory Entity, (f) any Company Shares acquired upon exercise of its obligations hereunder the Company Option will not be, and the consummation Company Option is not being, acquired by Parent with a view to the public distribution thereof and Parent will not sell or otherwise dispose of the transactions contemplated by such shares in violation of applicable law or this Agreement, other than (g) the Company Option and any Company Shares acquired upon exercise of the Company Option are being acquired for the account of Parent, (h) it is an "accredited investor" as defined in Regulation D under the Securities Act, and (i) it understands that the Company Shares may not be sold unless such Consents that, if not obtained, made sale is registered under the Securities Act or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementan exemption from such registration is available.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Holder that as follows: of the date hereof and as of immediately prior to the Rollover Closing: (a) Parent is a Delaware corporation, duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary requisite corporate or other applicable similar power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by this Agreement. The Management Board of Parent has adopted resolutions approving ▇▇▇▇▇▇ and the execution, delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate actions or proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and, assuming Assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe other parties, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms; (b) except for the applicable requirements of the Exchange Act and Laws of the State of Delaware and as set forth in the Merger Agreement, subject to (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the Bankruptcy part of Parent for the execution, delivery and Equity Exception. Neither performance of this Agreement by Parent or the execution consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms provisions hereof shall violate any material Contract to which Parent is a party or provisions hereofby which Parent or any of its property or asset is bound or affected, will (i) conflict with or violate any provision of the certificate of incorporationorder, bylaws writ, injunction, decree, statute, rule or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment regulation applicable to Parent or any of its Subsidiaries properties or assets; (yc) violate or constitute a default under any of at the termsRollover Closing, conditions or provisions of any Contract the Parent Shares to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws, the organizational documents of Parent or the Shareholder Agreement; (d) immediately after the Rollover Closing, the Parent Shares issued pursuant to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, shall be all of the performance Parent Shares outstanding (other than any shares which may have been issued by Parent in connection with the formation thereof, which in any event shall be forfeited or cancelled promptly following the Rollover Closing for no consideration); (e) Parent and Merger Sub have no, and immediately prior to the Rollover Closing, will have no, assets (other than Parent’s equity interests in Merger Sub), liabilities or obligations of any nature other than those incident to its obligations hereunder formation and the consummation by Parent of the transactions contemplated by capitalization pursuant to this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Merger Agreement and the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated Transactions; and (f) Merger Sub is wholly-owned by this AgreementParent.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Rollover Securityholder that as follows: of the date hereof and as of the Closing: (a) Parent is duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. Parent has all necessary corporate or other applicable requisite power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder hereunder. This Agreement has been duly and to consummate the transactions contemplated validly executed and delivered by this Agreement. The Management Board of Parent has adopted resolutions approving and the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent and no other actions or proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming or to consummate the transactions contemplated hereby., Assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe Rollover Securityholders, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law); (i) except for the Bankruptcy applicable requirements of the Exchange Act, Laws of the Cayman Islands and Equity Exception. Neither applicable Laws of the execution People’s Republic of China, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms or provisions hereof, will hereof shall (iA) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent, or any of its property or asset is bound or affected, or (ii) (xC) violate any Law order, writ, injunction, decree, statute, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or assets; (yc) violate or constitute a default under any of at the termsRollover Closing, conditions or provisions of any Contract the Parent Shares to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations issued under this Agreement or to consummate shall have been duly and validly authorized and when issued and delivered in accordance with the transactions contemplated by this Agreement. No Consent is necessary for the execution terms hereof, will be validly issued, fully paid and delivery nonassessable, free and clear of this Agreement by Parent, the performance by Parent of its obligations hereunder all claims and the consummation by Parent of the transactions contemplated by this AgreementLiens, other than such Consents thatrestrictions arising under applicable securities Laws and agreement entered into by the shareholders of Parent at or around the Rollover Closing; and (d) Except as contemplated by the Merger Agreement or any other agreement entered into between relevant parties on or prior to the date hereof, if not obtained, made or given, would not, individually or as disclosed in the aggregateCompany SEC Filings or other forms, reasonably reports or other documents filed with SEC by any Rollover Securityholder on or prior to the date hereof, or otherwise agreed to in writing by the parties hereto, at and immediately after the Rollover Closing, there shall be expected (i) no options, warrants, or other rights to have a material adverse effect on the ability acquire share capital of Parent Parent, (ii) no outstanding securities exchangeable for or convertible into share capital of Parent, and (iii) no outstanding rights to perform its acquire or obligations under this Agreement to issue any such options, warrants, rights or to consummate the transactions contemplated by this Agreementsecurities.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents ---------------------------------------- represents, warrants and warrants covenants to each Shareholder as follows: : (a) Parent is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation and is in good standing under the laws of its jurisdiction of incorporation. Parent has all necessary corporate or other applicable power and authority to execute and deliver this Agreement, to Agreement and perform its respective obligations hereunder and to consummate the transactions contemplated by this Agreementhereunder. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation performance by Parent of its obligation hereunder have been duly and validly authorized by the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No Board of Directors of Parent and no other corporate action (including any shareholder vote or other action) proceedings on the part of Parent is are necessary to authorize the execution, delivery and or performance by Parent of this Agreement or the consummation of the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by Parent and constitutes a valid and binding agreement of Parent, enforceable against it in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) Except for filings, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act and the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by Parent and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed hereby and delivered by Parent and, assuming due authorization (in the case ii) none of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance hereby or compliance by Parent with any of the terms or provisions hereof, will hereof shall (iA) conflict with or violate result in any provision breach of the certificate of incorporationincorporation or by-laws of Parent, bylaws or other comparable charter or organizational documents of Parent or (iiB) (x) violate any Law result in a violation or Judgment applicable to Parent or any of its Subsidiaries or (y) violate breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any Contract note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which Parent is a party or by which Parent or any of its Subsidiaries are a party properties or accelerate Parent’s assets may be bound, or violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to Parent or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually properties or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementassets.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the Bankruptcy enforcement of creditors’ rights and Equity Exception(b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the terms properties or provisions hereof, will assets of Parent under (i) conflict with or violate any provision of the certificate of incorporationincorporation or bylaws of Parent, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions provision of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability assets of Parent are bound or (iii) subject to perform its obligations the reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreement. No Consent is necessary for hereby, any provision of any Judgment or Law applicable to Parent or the execution and delivery properties or assets of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent this Agreement, and, assuming due authorization (in this Agreement constitutes the case legal, valid and binding obligation of each Shareholder that is not a natural person)of the other parties hereto, execution and delivery hereof by each Shareholder, this Agreement constitutes a the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject subject, as to the Bankruptcy enforceability, to bankruptcy, insolvency, reorganization, moratorium and Equity Exceptionother laws of general applicability relating to or affecting creditors' rights and remedies and to general principles of equity. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any assets of its Subsidiaries’Parent are bound or, if applicable, obligations under any such Contract, except, subject to the filings and other matters referred to in the case next sentence, any provision of clause (ii)any Judgment or Applicable Law applicable to Parent or the properties or assets of Parent. No Consent of, as would notor registration, individually declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent in connection with the aggregateexecution, reasonably be expected to have a material adverse effect on the ability delivery and performance of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or reports under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Rollover Shareholder that as follows: of the date hereof and as of the Closing: (a) Parent is duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has all necessary corporate or other applicable requisite power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by this Agreement. The Management Board of Parent has adopted resolutions approving ▇▇▇▇▇▇, and the execution, delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate actions or proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and, assuming Assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Rollover Shareholder, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). Merger Sub is wholly-owned by Parent. (b) Except for the Bankruptcy applicable requirements of the Exchange Act and Equity Exception. Neither Laws of the execution Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms or provisions hereof, will hereof shall (iA) conflict with or violate any provision of its organizational documents, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the certificate creation of incorporation, bylaws a Lien on such property or other comparable charter or organizational documents asset of Parent pursuant to any Contract to which Parent is a party or by which Parent or any of its property or asset is bound or affected, (ii) (xC) violate any Law or Judgment applicable to Parent or any of its Subsidiaries properties or assets, or (yD) violate otherwise require the consent or constitute a default approval of any other person pursuant to any Contract binding on Parent or its properties or assets. (c) At the Rollover Closing, the Parent Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable ordinary shares of Parent, free and clear of all Liens, other than restrictions (i) arising under applicable securities Laws, (ii) arising under any agreements entered into at or prior to the Rollover Closing by each Rollover Shareholder pursuant to the transactions contemplated by the Merger Agreement, or (iii) arising under the organizational documents of Parent. (d) As of the termsdate hereof, conditions the authorized share capital of Parent is US$50,000 divided into 500,000,000 shares, par value US$0.0001 per share, of which, as of the date hereof, one share (the “Initial Share”) is issued and outstanding, each of which is duly authorized. validly issued, fully paid, non-assessable and wholly owned by FHP Holdings Limited. At and immediately after the Rollover Closing, the authorized share capital of Parent shall consist of 500,000,000 Parent Shares, of which, assuming the due performance by each Rollover Shareholder of its obligations under this Agreement, the Parent Shares as set forth in Schedule A to be issued pursuant to the terms herein, together with the Parent Shares to be issued pursuant to the Interim Investor Agreement and the Equity Commitment Letters and share incentive awards to be issued pursuant to the Merger Agreement, shall be all of the Parent Shares outstanding at and immediately after the Rollover Closing. Except as set forth in the preceding sentence, those disclosed by the Company in the Company Disclosure Schedule to the Merger Agreement or provisions otherwise agreed to by the parties in writing in advance, at and immediately after the Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in Parent, (ii) no options, warrants, or other rights to acquire any Contract share capital of or voting or equity interest in Parent, (iii) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in Parent, and (iv) no outstanding rights to which acquire or obligations to issue any such options, warrants, other rights or securities of Parent. (e) Other than the Buyer Group Contracts, there are no Contracts, agreement, arrangement or understanding relating to the Transactions among Parent or any of its Subsidiaries are a party or accelerate Parent’s Affiliates, on the one hand, and any Rollover Shareholder or any of its Subsidiaries’Affiliates, on the other hand. (f) As of the date hereof, there is no Action pending against Parent or, to the knowledge of Parent, threatened against Parent that restricts or prohibits (or, if applicablesuccessful, obligations under any such Contract, except, in the case of clause (ii), as would not, individually restrict or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, prohibit) the performance by Parent of its obligations hereunder under this Agreement. (g) Parent has no, and prior to the consummation by Parent Effective Time, will have no, assets (including any equity or other interest in any Person other than Parent’s equity interests in Merger Sub), liabilities or obligations of the transactions contemplated by any nature other than those incident to its formation and capitalization pursuant to this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Merger Agreement and the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementTransactions.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Company and the Stockholder as follows: : (a) Parent is an entity duly organized, validly existing and in good standing under the laws of Delaware. Parent has all necessary corporate or other applicable power requisite power, authority and authority legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by ▇▇▇▇▇▇ has been duly and the consummation of the transactions contemplated validly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified ▇▇▇▇▇▇ and no other actions or withdrawn. No other corporate action (including any shareholder vote or other action) proceedings on the part of Parent is are necessary to authorize the execution, execution and delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Parent ▇▇▇▇▇▇ and, assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe Stockholder and the Company, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither Enforceability Exceptions. (b) Except for the execution and delivery of this Agreement by Parent, nor the consummation by Parent applicable requirements of the transactions contemplated by this AgreementExchange Act, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with no filing with, and no permit, authorization, consent or violate approval of, any provision of Governmental Authority is necessary on the certificate of incorporation, bylaws or other comparable charter or organizational documents part of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, and (ii) the execution and delivery of this Agreement by Parent shall not (A) conflict with or violate, any provision of the organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any properties or assets of Parent is bound or affected or (C) violate any Law applicable to Parent or any of Parent’s properties or assets, except, in the case of each of clauses (i) and (ii), as would not restrict, prohibit, materially delay or impair the performance by Parent of its obligations hereunder and the consummation by Parent under this Agreement. (c) As of the transactions contemplated by this Agreementdate hereof, other than such Consents thatthere are no Proceedings pending or, if not obtainedto the knowledge of Parent, made threatened against Parent or givenany of its Affiliates that would restrict, would notprohibit, individually materially delay or in the aggregate, reasonably be expected to have a material adverse effect on impair the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Subject Shareholders as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent this Agreement and, assuming its due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Subject Shareholder, this Agreement constitutes a the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdoes not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any assets of its Subsidiaries’Parent are bound or, if applicable, obligations under any such Contract, except, subject to the filings and other matters referred to in the case next sentence, any provision of clause (ii)any Order or Law applicable to Parent or the properties or assets of Parent. No Consent of, as would notor registration, individually declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent in connection with the aggregateexecution, reasonably be expected to have a material adverse effect on the ability delivery and performance of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or reports by Parent under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Section 4.1 Parent hereby represents and warrants to each Supporting Shareholder and each Beneficial Owner that as follows: of the date hereof and as of the Rollover Closing: (a) Parent is an exempted company with limited liability incorporated under the Laws of the Cayman Islands duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and has all necessary requisite corporate or other applicable similar power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by this Agreement. The Management Board of Parent has adopted resolutions approving ▇▇▇▇▇▇ and the execution, delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate actions or proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and, assuming Assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe other parties, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject terms (except to the Bankruptcy extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity); (b) except for the applicable requirements of the Exchange Act and Equity Exception. Neither Laws of the execution Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms or provisions hereof, will hereof shall (ix) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent, (y) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any of its property or asset is bound or affected, or (ii) (xz) violate any Law order, writ, injunction, decree, statute, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or assets; (c) at and immediately after the Rollover Closing, the Parent Shares (x) issued pursuant to Section 2.1 and (y) violate or constitute a default under any to be issued to the Sponsors at the Closing pursuant to the Equity Commitment Letters shall be all of the termsParent Shares outstanding at and immediately after the Rollover Closing; (d) except as contemplated by the Merger Agreement, conditions the Equity Commitment Letters, the Interim Investors Agreement or provisions otherwise agreed to by the parties hereto, at and immediately after the Rollover Closing, there shall be no (i) options, warrants, or other rights to acquire share capital of any Contract Parent, (ii) no outstanding securities exchangeable for or convertible into share capital of Parent and (iii) no outstanding rights to which Parent acquire or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under to issue any such Contractoptions, exceptwarrants, in rights or securities; (e) Merger Sub is wholly-owned by Parent; (f) at the case of clause (ii)Rollover Closing, as would not, individually or in the aggregate, reasonably Parent Shares to be expected to have a material adverse effect on the ability of Parent to perform its obligations issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of Parent; and (g) Parent and Merger Sub have no, and prior to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution Effective Time, will have no, assets (including any equity or other interest in any Person other than Parent’s equity interests in Merger Sub), liabilities or obligations of any nature other than those incident to its formation and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by capitalization pursuant to this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Merger Agreement and the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.Transactions

REPRESENTATIONS AND WARRANTIES OF PARENT. In connection with the transactions contemplated hereby, Parent hereby represents and warrants to each Shareholder Rollover Investor, as follows: Parent has all necessary corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreementdate hereof and as of the Rollover Closing, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action that: (including any shareholder vote or other actiona) on the part of Parent is necessary a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to authorize do business in every jurisdiction in which the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject failure to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, so qualify might reasonably be expected to have a material adverse effect on the ability financial condition, operating results, assets, operations or business prospects of Parent and its Subsidiaries taken as a whole. Parent has all requisite [corporate] power and authority and all material licenses, permits and authorizations necessary to perform own and operate its obligations under this Agreement or properties, to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution carry on its businesses as now conducted and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder presently proposed to be conducted and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate carry out the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement has been duly authorized by Parent and this Agreement constitutes a valid and binding obligation of Parent, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The execution and delivery by Parent of this Agreement, the issuance of the Parent Shares hereunder, and the fulfillment of and compliance with the respective terms hereof do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any Lien upon Parent’s equity interests or assets pursuant to, (iv) give rise to any right of first refusal, preemptive right, tagalong right, transfer right or other similar right of any other party to, (v) give any third party the right to modify, terminate or accelerate any obligation under, (vi) result in a violation of or (vii) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Authority pursuant to, the Company Organizational Documents, or any law, statute, rule or regulation to which Parent is subject, or any agreement, instrument, order, judgment or decree to which Parent is a party or by which it is bound. (c) The Parent Shares, when issued pursuant to the terms of this Agreement, will be duly authorized, validly issued and outstanding, fully paid, non-assessable and free and clear of all Liens, other than as applicable to the Parent Shares or the holders thereof under applicable federal and state securities laws, the Financing Documents, the Certificate of Incorporation or the Bylaws of Parent. (d) Parent was formed solely in connection with the transactions contemplated by the Merger Agreement and, except for obligations incurred or actions taken in connection with its formation or the negotiation and consummation of this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby, Parent has not engaged in any business or activity of any type or kind.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as of the date hereof and as of the Effective Time as follows: that Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by Parent, and the consummation of the transactions contemplated hereby, have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of approve this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms, except as the same may be limited by or subject to the Bankruptcy bankruptcy, insolvency, reorganization, moratorium or similar laws, as now or hereafter in effect, relating to creditors’ rights generally and Equity Exceptiongeneral principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. Neither the The execution and delivery of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or to increased, additional accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien in or upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws charter or other comparable charter or organizational documents of Parent Parent, any trust agreement, loan or (ii) (x) violate any Law credit agreement, note bond, debenture, note, mortgage, indenture, lease or Judgment other contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Parent or any to Parent’s property or assets. Each of its Subsidiaries or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (ycollectively, the Other Senior Executives) violate or constitute a default under any and each of the termsholders of Company Class A Common Stock is simultaneously executing and delivery to Parent a Stockholder Agreement in form and substance substantially identical to this Agreement (collectively, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (iiOther Stockholder Agreements), as would not, individually or in it being understood that there are differences between the aggregate, reasonably be expected to have a material adverse effect on Other Stockholder Agreements executed by the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder Stockholder and the consummation Other Senior Executives and the Other Stockholder Agreements executed by Parent holders of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementClass A Common Stock.

REPRESENTATIONS AND WARRANTIES OF PARENT. Section 4.1 Parent hereby represents and warrants to each Shareholder Investor that as follows: of the date hereof and as of the Closing: (a) Parent is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and has all necessary requisite corporate or other applicable similar power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by this Agreement. The Management Board of Parent has adopted resolutions approving and the execution, delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate actions or proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and, assuming Assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe Investors, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as enforcement may be limited by the Bankruptcy Enforceability Exceptions. (b) Except for the applicable requirements of the Exchange Act and Equity Exception. Neither Laws of the execution Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms or provisions hereof, will hereof shall (iA) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any of its property or asset is bound or affected, or (ii) (xC) violate any Law order, writ, injunction, decree, statute, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or assets. (yc) violate At and immediately after the Closing, the authorized share capital of Parent shall consist of 100,000,000 Parent Shares (comprised of 50,000,000 Parent Ordinary Shares and 50,000,000 Parent Preferred Shares), of which a number of Parent Shares as set forth in Schedule A and Schedule B shall be issued and outstanding (collectively, the “Issued Shares”). The Issued Shares, together with the Parent Shares to be issued to the Sponsors and certain members of management or constitute a default under any their respective Affiliates at the Closing pursuant to the Interim Investors Agreement and the Equity Commitment Letters, shall be all of the termsParent Shares outstanding at and immediately after the Closing. (d) At the Closing, conditions or provisions of any Contract the Parent Shares to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations issued under this Agreement or to consummate shall have been duly and validly authorized and when issued and delivered in accordance with the transactions contemplated by this Agreement. No Consent is necessary for the execution terms hereof, will be validly issued, fully paid and delivery nonassessable, free and clear of this Agreement by Parentall claims, the performance by Parent of its obligations hereunder liens and the consummation by Parent of the transactions contemplated by this Agreementencumbrances, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations restrictions arising under this Agreement or to consummate the transactions contemplated by this Agreementapplicable securities Laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: the Company that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder; (b) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, and, assuming this Agreement constitutes a valid and binding obligation of the Company, is enforceable against Parent in accordance with its terms, subject to except as enforceability may be limited by bankruptcy and other laws affecting the Bankruptcy rights and Equity Exception. Neither remedies of creditors generally and general principles of equity; (d) the execution and delivery of this Agreement by ParentParent does not, nor and the consummation performance of this Agreement by Parent of the transactions contemplated by this Agreementwill not, nor performance or compliance by Parent with result in any of the terms or provisions hereofViolation pursuant to, will (iA) conflict with or violate any provision of the certificate Certificate of incorporationIncorporation or By-laws of Parent, bylaws (B) any provisions of any mortgage, indenture, lease, contract or other comparable charter agreement, instrument, permit, concession, franchise, or organizational documents of Parent license or (iiC) (x) violate any Law judgment, order, decree, statute, law, ordinance, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of the termsassets, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, exceptViolation, in the case of clause each of clauses (iiB) and (C), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent; (e) except for the ability expiration or early termination of Parent to perform its obligations the waiting period under this Agreement or to consummate the transactions HSR Act and except as contemplated by this Agreement. No Consent is necessary for Section 8(b) hereof and as may be required under the Securities Act, the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority; (f) any shares of its obligations hereunder the Company Common Stock acquired by Parent upon exercise of the Option will be acquired for Parent's own account, for investment purposes only and will not be, and the consummation Option is not being, acquired by Parent with a view to the public distribution thereof, in violation of any applicable provision of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementSecurities Act.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: the Company that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder; (b) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, and, assuming this Agreement constitutes a valid and binding obligation of the Company, is enforceable against Parent in accordance with its terms, subject to except as enforceability may be limited by bankruptcy and other laws affecting the Bankruptcy rights and Equity Exception. Neither remedies of creditors generally and general principles of equity; (d) the execution and delivery of this Agreement by ParentParent does not, nor and the consummation performance of this Agreement by Parent of the transactions contemplated by this Agreementwill not, nor performance or compliance by Parent with result in any of the terms or provisions hereofViolation pursuant to, will (iA) conflict with or violate any provision of the certificate Certificate of incorporationIncorporation or By-laws of Parent, bylaws (B) any provisions of any mortgage, indenture, lease, contract or other comparable charter agreement, instrument, permit, concession, franchise, or organizational documents of Parent license or (iiC) (x) violate any Law judgment, order, decree, statute, law, ordinance, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of the termsassets, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, exceptViolation, in the case of clause each of clauses (iiB)and (C), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent; (e) except as may be required under the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for Securities Act, the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority; (f) any shares of its obligations hereunder the Company Common Stock acquired by Parent upon exercise of the Option will be acquired for Parent's own account, for investment purposes only and will not be, and the consummation Option is not being, acquired by Parent with a view to the public distribution thereof, in violation of any applicable provision of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementSecurities Act.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent (i) is duly incorporated, validly existing and in good standing under the laws of Virginia and (ii) has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby and to comply with the terms hereof. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this AgreementParent, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby and compliance by Parent with the terms hereof have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery of this Agreement by ParentAgreement, nor the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the provisions hereof do not and will not conflict with, nor performance or compliance by Parent result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with the Restated Articles of Incorporation or violate any provision the by-laws of the certificate of incorporationParent, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent is a party or any of its Subsidiaries are a party properties or accelerate Parent’s assets is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any of (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or its Subsidiaries’properties or assets, if applicable, obligations under any such Contract, exceptother than, in the case of clause clauses (ii) and (iii), as would notany such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate could not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby or compliance by Parent with the provisions hereof, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law or regulation, (2) filings with the SEC of such reports under the Exchange Act as may be required in connection with this AgreementAgreement and the transactions contemplated hereby and (3) such other consents, other than such Consents thatapprovals, if not obtainedorders, authorizations, registrations, declarations and filings the failure of which to be obtained or made or given, would not, individually or in the aggregate, aggregate could not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially delay the consummation of any of the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Company that (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder, (b) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, and, assuming this Agreement constitutes a valid and binding obligation of Company, is enforceable against Parent in accordance with its terms, terms subject to the Bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exception. Neither similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, (d) the execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not (1) violate the certificate of incorporation or by-laws of Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i2) conflict with or violate any provision of the certificate of incorporationstatute, bylaws rule, regulation, order, judgment or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment decree applicable to Parent or by which it or any of its Subsidiaries properties or assets is bound or affected, or (y3) violate result in any breach of or constitute a default under (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien on any of the termsproperty or assets of Parent pursuant to, conditions any note, bond, mortgage, indenture, contract, agreement, lease, license, or provisions of any Contract other instrument or obligation to which Parent is a party or by which Parent or any of its Subsidiaries are a party properties or accelerate Parent’s assets is bound or any of its Subsidiaries’, if applicable, obligations under any such Contract, affected (except, in the case of clause clauses (ii)2) and (3) above, as for violations, breaches, or defaults which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability business, operations, financial condition, assets or liabilities of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for Parent), (e) the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except for pre-merger notification requirements of its obligations hereunder the HSR Act, and (f) any shares of Company Common Stock acquired upon exercise of the Stock Option will be, and the consummation Stock Option is being, acquired by Parent for its own account and not with a view to the public distribution or resale thereof in any manner which would be in violation of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementapplicable United States securities laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholders as follows: Parent has all necessary the requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by Parent and the consummation by Parent of the transactions contemplated by this Agreement, which resolutions Agreement have not been subsequently rescinded, modified or withdrawn. No other duly authorized by all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming the due authorization (in the case of with respect to each Shareholder Stockholder that is not a natural person), execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery of this Agreement by Parent, nor and the consummation by Parent of the transactions contemplated by this AgreementAgreement do not and will not conflict with, nor performance or compliance by Parent result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with the Articles of Incorporation or violate any provision Bylaws of the certificate of incorporationParent, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent is a party or any of its Subsidiaries are a party properties or accelerate Parent’s assets is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any of (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or its Subsidiaries’properties or assets, if applicable, obligations under any such Contract, exceptother than, in the case of clause clauses (ii) and (iii), as would notany such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate would not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement or the compliance by Parent with the provisions of this Agreement, except for (1) filings under the HSR Act and any other than applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such Consents thatreports under the 1934 Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, if not obtainedapprovals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made or given, would not, individually or in the aggregate, aggregate could not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Stockholder that Parent (i) is duly incorporated, validly existing and in good standing under the laws of the State of New Jersey, and (ii) has all necessary requisite corporate or other applicable power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly authorized. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent. Parent has duly executed and delivered this Agreement, and, assuming this Agreement constitutes the legal, valid and binding obligation of each of the other parties hereto, this Agreement constitutes a valid and binding obligation of Parent enforceable against Parent in accordance with its terms. The execution and delivery by Parent of this 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, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, (i) the Certificate of Incorporation or By-laws of Parent, (ii) any Contract to which Parent is a party or by this Agreement, which resolutions have not been subsequently rescinded, modified any properties or withdrawn. No other corporate action (including any shareholder vote or other action) on the part assets of Parent is necessary to authorize are bound in any way that would prevent the execution, delivery and performance consummation by Parent of the transactions contemplated by this Agreement or (iii) subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Parent or the properties or assets of Parent, in any way that would prevent the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered No Consent of, action by Parent andor in respect of, assuming due authorization (in the case of each Shareholder that or registration, declaration or filing with, any Governmental Entity is not a natural person), execution and delivery hereof required to be obtained or made by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against or with respect to Parent in accordance connection with its termsthe execution, subject to the Bankruptcy delivery and Equity Exception. Neither the execution and delivery performance of this Agreement by Parent, nor or the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or reports under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent this Agreement, and, assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each ShareholderStockholder, this Agreement constitutes a legal, the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Encumbrance upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate Parent, any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions provision of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or assets of Parent are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Order or any Law applicable to Parent or the properties or assets of its Subsidiaries’Parent. No Consent of, if applicableor registration, obligations under declaration or filing with, any such ContractGovernmental Entity or other Person is required to be obtained or made by or with respect to Parent in connection with the execution, except, in the case delivery and performance of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions as contemplated by this the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: the Company that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder; (b) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, and, assuming this Agreement constitutes a valid and binding obligation of the Company, is enforceable against Parent in accordance with its terms, subject to except as enforceability may be limited by bankruptcy and other laws affecting the Bankruptcy rights and Equity Exception. Neither remedies of creditors generally and general principles of equity; (d) the execution and delivery of this Agreement by ParentParent does not, nor and the consummation performance of this Agreement by Parent of the transactions contemplated by this Agreementwill not, nor performance or compliance by Parent with result in any of the terms or provisions hereofViolation pursuant to, will (iA) conflict with or violate any provision of the certificate Certificate of incorporationIncorporation or By-laws of Parent, bylaws (B) any provisions of any mortgage, indenture, lease, contract or other comparable charter agreement, instrument, permit, concession, franchise, or organizational documents of Parent license or (iiC) (x) violate any Law judgment, order, decree, statute, law, ordinance, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of the termsassets, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, exceptViolation, in the case of clause each of clauses (iiB) and (C), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions Parent; (e) except as contemplated by this Agreement. No Consent is necessary for Section 8(b) hereof and as may be required under the Securities Act, the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority; (f) any shares of its obligations hereunder the Company Common Stock acquired by Parent upon exercise of the Option will be acquired for Parent's own account, for investment purposes only and will not be, and the consummation Option is not being, acquired by Parent with a view to the public distribution thereof, in violation of any applicable provision of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementSecurities Act.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Company as follows: : (a) Parent has all necessary corporate or other applicable power is a corporation duly incorporated, validly existing and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate in good standing under the transactions contemplated by this Agreementlaws of the State of Delaware. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby (i) are within Parent's corporate powers, (ii) have been duly authorized by this Agreementall necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official, except for compliance with any applicable requirements of the HSR Act, the Exchange Act, the Securities Act, and laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters (iv) assuming compliance with the matters referred to in clause (iii), do not contravene, or constitute a violation of, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of Parent or of any judgment, injunction, order or decree binding upon Parent or any of its Subsidiaries, (v) do not and will not constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of Parent or any of its Subsidiaries or to a loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Parent or any of its Subsidiaries, and (vi) do not and will not result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, except for such contraventions, conflicts or violations referred to in clause (iv) or defaults, rights of termination, cancellation or acceleration, or losses or Liens referred to in clauses (v) and (vi) that would not, individually or in the aggregate, have a Material Adverse Effect on Parent. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation agreement of Parent. (b) Parent has taken all necessary corporate action to authorize and reserve and to permit it to issue, enforceable against Parent in accordance with its termsand at all times from the date hereof until such time as the obligation to deliver Option Shares upon the exercise of the Stock Option terminates, will have reserved for issuance upon any exercise of the Stock Option, the number of Option Shares subject to the Bankruptcy and Equity ExceptionStock Option (less the number of Option Shares previously issued upon any partial exercise of the Stock Option). Neither All of the execution Option Shares to be issued pursuant to the Stock Option have been duly authorized and, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claims, liens, charges, encumbrances and security interests (other than those created by this Agreement). Option Shares issued upon exercise of the Stock Option will not be subject to any preemptive or similar rights. The Board of Directors of Parent has resolved to, and Parent promptly after execution of this Agreement by Parentwill, nor take all necessary action to render the consummation by Parent Rights Agreement inapplicable to the grant or exercise of the Stock Option and the transactions contemplated by hereby. The Board of Directors of Parent has (i) taken all necessary action to render section 203 of the Delaware Law, or any other antitakeover statute or similar statute or regulation inapplicable to the acquisition of the Option Shares pursuant to this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or and (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the termshas resolved to, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for and promptly after the execution and delivery of this Agreement by will, take all necessary action to render the supermajority voting provisions of Article VII of Parent, 's Certificate of Incorporation inapplicable to the performance by Parent of its obligations hereunder and the consummation by Parent acquisition of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected Option Shares pursuant to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: that Parent (i) is duly formed, validly existing and in good standing EXECUTION COPY under the laws of the State of Delaware, and (ii) has all necessary requisite corporate or other applicable power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly authorized. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Parent. Parent has duly executed and delivered this Agreement, and, assuming this Agreement constitutes the legal, valid and binding obligation of each of the other parties hereto, this Agreement constitutes a valid and binding obligation of Parent enforceable against Parent in accordance with its terms. The execution and delivery by Parent of this 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, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, (i) the Certificate of Formation or Limited Liability Company Agreement of Parent, (ii) any Contract to which Parent is a party or by this Agreement, which resolutions have not been subsequently rescinded, modified any properties or withdrawn. No other corporate action (including any shareholder vote or other action) on the part assets of Parent is necessary to authorize are bound in any way that would prevent the execution, delivery and performance consummation by Parent of the transactions contemplated by this Agreement or (iii) subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Parent or the properties or assets of Parent, in any way that would prevent the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered No Consent of, action by Parent andor in respect of, assuming due authorization (in the case of each Shareholder that or registration, declaration or filing with, any Governmental Entity is not a natural person), execution and delivery hereof required to be obtained or made by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against or with respect to Parent in accordance connection with its termsthe execution, subject to the Bankruptcy delivery and Equity Exception. Neither the execution and delivery performance of this Agreement by Parent, nor or the consummation by Parent of the transactions contemplated by this Agreementhereby. There is no suit, nor performance action, investigation or compliance by Parent with any proceeding pending or, to the knowledge of the terms Parent, threatened against or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to affecting Parent or any of its Subsidiaries Affiliates before or (y) violate or constitute a default under by any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, Governmental Authority that could reasonably be expected to have a material adverse effect on materially impair the ability of Parent to perform its obligations under this Agreement hereunder or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have hereby on a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementtimely basis.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to as of the date hereof and as of the date of each Shareholder as follows: Parent exchange effected in accordance with Article II hereof that (i) it is an exempted company limited by shares and is existing in good standing under the laws of the Cayman Islands, (ii) it has all necessary corporate or other applicable requisite power and authority to execute enter into and deliver perform this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby and to issue the Reciprocal Ordinary Shares in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by this Agreement. The Management Parent and the consummation by it of the transactions contemplated hereby (including, without limitation, the issuance of the Reciprocal Ordinary Shares) have been duly authorized by all necessary action on the part of Parent, including but not limited to all actions necessary to ensure that the issuance of Reciprocal Ordinary Shares pursuant to the transactions contemplated hereby, to the fullest extent of the Parent’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby, (iv) this Agreement constitutes a legal, valid and binding obligation of Parent has adopted resolutions approving enforceable against Parent in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization hereby (in including the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent issuance of the transactions Reciprocal Ordinary Shares) will not result in a violation of the Memorandum and Articles; (v) upon each issuance to a Designated Recipient as contemplated by this Agreement, nor performance or compliance and registration in the Parent’s register of members, the Reciprocal Ordinary Shares so issued will be duly authorized and validly issued, fully paid and non-assessable and will be free of restrictions on transfer other than those existing by operation of applicable securities laws and will be free from all liens and charges imposed by Parent with any in respect of the terms or provisions hereofissue thereof; and (vi) to the extent Ordinary Shares are listed on a national securities exchange, will (i) conflict with or violate any provision all Ordinary Shares shall, at all times that shares of the certificate Class F Common Stock are exchangeable, be duly approved for listing subject to official notice of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’issuance on each securities exchange, if applicableany, obligations under any such Contract, except, in on which the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent Ordinary Shares is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementthen listed.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Investor as follows: : (a) Parent is an exempted limited partnership, validly existing and in good standing under the laws of the Cayman Islands and has all necessary corporate or other applicable requisite power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder hereunder. The execution and to consummate the transactions contemplated delivery by Parent of this Agreement. The Management Board of Parent has adopted resolutions approving , the execution, delivery and performance by Parent of this Agreement its obligations hereunder, and the consummation by Parent of the transactions contemplated hereby have been duly authorized. This Agreement has been duly executed and delivered by this AgreementParent and, which resolutions have not been subsequently rescindedassuming the due execution and delivery thereof by the Investor, modified constitutes a legally valid and binding obligation of Parent, enforceable against Parent in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or withdrawn. No other corporate action affecting creditor’s rights, and to general equitable principles). (including any shareholder vote or other actionb) on the part of Parent is necessary to authorize the The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed hereby do not and delivered by Parent andwill not, assuming due authorization (in with or without the case giving of each Shareholder that is not a natural person)notice or the passage of time or both, execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision the provisions of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment order applicable to Parent or its properties or assets, (ii) require any consent or approval under, violate, result in any breach of its Subsidiaries or (y) violate any loss of any benefit under, or constitute a default under under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien upon any of the termsrespective properties or assets of Parent, conditions the Purchaser or provisions of any Parent Subsidiary pursuant to, any Contract or permit to which Parent, the Purchaser or any Parent Subsidiary is a party or by which they or any of its Subsidiaries are a party their respective properties or accelerate Parent’s assets may be bound or any of its Subsidiaries’affected, if applicable, obligations under any such Contract, except, in or (iii) violate the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent provisions of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability governing documents of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementParent.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Company that (A) Parent has all necessary corporate or other applicable power is a corporation duly incorporated, validly existing and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate in good standing under the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation laws of the transactions contemplated by this AgreementState of Delaware, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other actionB) on the part of Parent is necessary to authorize the execution, execution and delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within Parent's corporate powers and have been duly authorized by all necessary corporate action, (C) this Agreement. This Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each ShareholderCompany, constitutes a legal, valid and binding obligation agreement of Parent, Parent enforceable against Parent in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to the Bankruptcy and Equity Exception. Neither general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (D) the execution and delivery by Parent of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby require no action by this Agreementor in respect of, or filing with, any governmental body, agency, official or authority (insofar as such action or filing relates to Parent) other than (i) compliance with any applicable requirements of the HSR Act, (ii) compliance with any applicable requirements of the Exchange Act, (iii) approvals and authorizations of self-regulatory and governmental organizations in the securities field and (iv) such Consents thatother consents, approvals and filings which, if not obtained, made obtained or givenmade, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on materially impair the ability of Parent to perform its obligations under consummate the transactions contemplated hereby, (E) the execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby do not and will not (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of Parent, Merger Sub or any Parent subsidiary, (ii) assuming compliance with the HSR Act, conflict with any law, regulation, judgment, injunction, order or decree applicable to Parent, Merger Sub or any Parent subsidiary, (iii) result in a breach of or a default under or give rise to a right of termination, cancellation or acceleration of, or result in the creation of a lien or encumbrance on any of the properties or assets of Parent, Merger Sub or any subsidiary of Parent pursuant to, any material agreement, contract or other instrument binding upon Parent, Merger Sub or any subsidiary of Parent, other than, in the case of each of (ii) and (iii), any such items that, individually or in the aggregate, would not materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholders as follows: Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of New Jersey and has all necessary full corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the Merger Agreement by Parent and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by this Agreementthe board of directors of Parent, which resolutions have not been subsequently rescinded, modified or withdrawn. No and no other corporate action (including any shareholder vote or other action) proceedings on the part of Parent is are necessary to authorize the execution, delivery and performance of this Agreement, the Merger Agreement by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreementhereby and thereby. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), The execution and delivery hereof of the Merger Agreement by each ShareholderMerger Sub and the consummation of the transactions contemplated thereby have been duly and validly authorized by the board of directors of Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to authorize the execution, delivery and performance of the Merger Agreement by Merger Sub and the consummation of the transactions contemplated thereby. Parent has duly and validly executed this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by ParentAgreement, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) violate, conflict with or violate any provision result in a material breach of the certificate of incorporation, bylaws or other comparable charter or organizational constituent documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate Parent, or constitute a default (with or without notice or lapse of time or both) under any of the termsprovision of, conditions any other agreement, judgment, order, decree, statute, law, ordinance, rule or provisions of any Contract regulation applicable to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder and Apple Holdco as follows: : (a) Parent is duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Parent has all necessary corporate or other applicable the requisite power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereunder. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement have been duly authorized and the consummation of the transactions contemplated approved by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this AgreementParent. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the Bankruptcy enforcement of creditors' rights generally and Equity Exception. Neither the by general equitable principles. (c) The execution and delivery by Parent of this Agreement by Parent, nor and the consummation by Parent performance of the transactions contemplated by this Agreement, nor performance or its obligations hereunder and compliance by Parent with any of the terms or provisions hereofhereof do not and will not, will (i) violate or conflict with or violate any provision of the its certificate of incorporation, incorporation or bylaws or other the comparable charter or organizational governing documents of Parent or any of its Subsidiaries, (ii) (x) violate or conflict with any Law or Judgment Order applicable to Parent or any of its Subsidiaries or by which any of their respective properties or assets may be bound, (yiii) violate require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Entity, or (iv) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under under, or give rise to any right of termination, cancellation or acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party party, or accelerate Parent’s by which Parent or any of its Subsidiaries’Subsidiaries may be bound, if applicable, obligations under any such Contract, except, excluding in the case of clause clauses (ii)iii) and (iv) above, as conflicts, violations, breaches, defaults, rights of termination, cancellations, accelerations, increases, losses, creations and impositions of Encumbrances which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementan Strawberry Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and ---------------------------------------- warrants to each Shareholder as follows: Company that (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder, (b) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject except as such enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity, (d) assuming that the consents, approvals, authorizations, permits, filings and notifications referred to the Bankruptcy and Equity Exception. Neither in subsection (e) are obtained or made, as applicable, the execution and delivery of this Agreement by ParentParent does not, nor and the consummation performance of this Agreement by Parent of the transactions contemplated by this Agreementwill not, nor performance or compliance by Parent with result in any of the terms or provisions hereofViolation pursuant to, will (iA) conflict with or violate any provision of the certificate Certificate of incorporationIncorporation or By-laws, bylaws each as amended, of Parent, (B) any provisions of any material mortgage, indenture, lease, contract or other comparable charter agreement, instrument, permit, concession, franchise, or organizational documents of Parent license or (iiC) (x) violate any Law judgment, order, decree, statute, law, ordinance, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of the termsassets, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, except in the case of clause each of clauses (ii)B) and (C) immediately, as above, for Violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Parent, (e) except as described in Section 3.3 of the ability Reorganization Agreement and Section 3(a) of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for , and except as may be required under the Exchange Act, the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or Regulatory Entity and (f) any Company Shares acquired upon exercise of its obligations hereunder the Company Option will not be, and the consummation Company Option is not being, acquired by Parent with a view to the public distribution thereof and Parent will not sell or otherwise dispose of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made shares in violation of applicable law or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholder and the Company as follows: : (a) Parent (i) is a legal entity duly organized, validly existing and in good standing under the Applicable Laws of the state of Delaware, and (ii) has all necessary corporate or other applicable requisite company power and authority to execute and has taken all company action necessary in order to, execute, deliver this Agreement, to and perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by this Agreement. The Management Board Parent and, assuming the Agreement is the valid and legally binding agreement of each of the other parties hereto, constitutes a legal, valid and binding agreement of Parent has adopted resolutions approving enforceable against Parent in accordance with its terms, subject to the Remedies Exception. (b) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act and the consents and approvals described in Sections 4.04 and 4.05 of the Merger Agreement, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by Parent from, or to be given by Parent to, or be made by Parent with, any Governmental Authority or any other Person in connection with the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreementhereby, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under except for any such Contractfiling, exceptnotice, in the case of clause (ii)report, as consent, registration, approval, permit, waiver, expiration or authorization that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on prevent or materially delay or impair the ability of Parent to perform its obligations under this Agreement hereunder or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution hereby. (c) The execution, delivery and delivery performance of this Agreement by ParentParent do not, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by hereby will not, constitute or result in (i) a breach or violation of, or a default under, the Parent Organizational Documents, or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of Parent pursuant to any Contract binding upon Parent, or, assuming (solely with respect to performance of this AgreementAgreement and the transactions contemplated hereby), other than compliance with the matters referred to in Section 5(b), under any Applicable Law to which Parent is subject or any change in the rights or obligations of any party under any Contract legally binding upon Parent, except, in the case of clause (ii) directly above, for any such Consents thatbreach, if not obtainedviolation, made termination, default, creation, acceleration or given, change that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the prevent or materially delay or impair ▇▇▇▇▇▇’s ability of Parent to perform its obligations under this Agreement hereunder or to consummate the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary corporate or other applicable requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement and to comply with the terms of this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and by Parent, the consummation by Parent of the transactions contemplated by this Agreement, which resolutions Agreement and the compliance by Parent with the terms of this Agreement have not been subsequently rescinded, modified or withdrawn. No other corporate duly authorized by all necessary action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder Stockholder that is not a natural person), execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or Agreement and compliance by Parent with the terms of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with or violate any provision of the certificate of incorporationincorporation or bylaws of Parent, bylaws or other comparable charter or organizational documents of Parent or (ii) any Contract to or by which Parent is a party or bound or to or by which any of the properties or assets of Parent is subject or bound or (xiii) violate subject to the governmental filings and other matters referred to in the following sentence, any Law or Judgment Judgment, in each case, applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, exceptassets other than, in the case of clause clauses (ii) and (iii), as would notconflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate are not reasonably be expected likely to have a (x) impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No Consent is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and or the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions as contemplated by this the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary the requisite corporate or other applicable power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by Parent and the consummation by Parent of the transactions contemplated by this Agreement, which resolutions Agreement and compliance by Parent with the provisions of this Agreement have not been subsequently rescinded, modified or withdrawn. No other duly authorized by all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the Articles of Association of Parent, (ii) any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization applicable to Parent or any of its properties or other assets or (iii) subject to the Bankruptcy governmental filings and Equity Exceptionother matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent or any of its properties or other assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. Neither No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, nor Parent or the consummation by Parent of the transactions contemplated by this Agreement, nor performance Agreement or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any this Agreement, except for (1) filings with the SEC of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations such reports under any such Contract, except, the Exchange Act as may be required in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreement. No Consent is necessary for Agreement and (2) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the execution and delivery failure of this Agreement by Parent, which to be obtained or made individually or in the performance by Parent of its obligations hereunder and aggregate would not prevent or materially delay the consummation by Parent of any of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Stockholder that Parent (i) is duly incorporated, validly existing and in good standing under the laws of the State of New Jersey, (ii) has all necessary requisite corporate or other applicable power and authority to execute and deliver the Merger Agreement and to consummate the transactions contemplated thereby and (iii) has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent. Parent has duly executed and delivered this Agreement, and, assuming this Agreement constitutes the legal, valid and binding obligation of each of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery by Parent of this Agreement do not, and the consummation of the transactions contemplated by hereby and compliance with the terms of this AgreementAgreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to the loss of a benefit under, (i) the Certificate of Incorporation or By-laws of Parent, (ii) any Contract to which resolutions have not been subsequently rescinded, modified Parent is a party or withdrawn. No other corporate action (including any shareholder vote properties or other action) on the part assets of Parent is necessary to authorize are subject, in any way that would prevent, materially impede or materially delay the execution, delivery and performance consummation by Parent of the transactions contemplated by this Agreement or (iii) subject to the filings and other matters referred to in the following sentence, any provision of any (A) statute, law, ordinance, rule or regulation applicable to Parent or the properties or assets of Parent or (B) order, writ, injunction, decree, judgment or stipulation applicable to Parent or the properties or assets of Parent, and in each case in any way that would prevent, materially impede or materially delay the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered No material consent, approval, order or authorization of, action by Parent andor in respect of, assuming due authorization (in the case of each Shareholder that or registration, declaration or filing with, any Governmental Entity is not a natural person), execution and delivery hereof required by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against or with respect to Parent in accordance connection with its termsthe execution, subject to the Bankruptcy delivery and Equity Exception. Neither the execution and delivery performance of this Agreement by Parent, nor or the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any except for such reports under Sections 13(d) and 16 of the terms or provisions hereof, will (i) conflict Exchange Act as may be required in connection with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate and the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: : (a) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate or other applicable requisite power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereunder. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and by ▇▇▇▇▇▇, the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement its obligations hereunder and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by ▇▇▇▇▇▇ and no other actions or proceedings on the part of Parent are necessary to authorize the execution and delivery by Parent of this Agreement, the performance by Parent of its obligations hereunder or the consummation by Parent of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent ▇▇▇▇▇▇ and, assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) Except for the Bankruptcy applicable requirements of the Exchange Act, (i) no filing with, and Equity Exception. Neither no permit, authorization, consent or approval of, any Governmental Authority is necessary on the execution part of Parent for the execution, delivery and delivery performance of this Agreement by ParentParent or the consummation by Parent of the transactions contemplated hereby, other than as contemplated by the Merger Agreement and (ii) neither the execution, delivery or performance of this Agreement by Parent nor the consummation by Parent of the transactions contemplated by this Agreement, hereby nor performance or compliance by Parent with any of the terms or provisions hereof, will hereof shall (iA) conflict with or violate violate, any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any property or asset of Parent is bound or affected or (ii) (xC) violate any Law order, writ, injunction, decree, statute, rule or Judgment regulation applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s properties or any of its Subsidiaries’, if applicable, obligations under any such Contractassets, except, in the case of each of sub-clause (i) and (ii), as would not​ not restrict, individually prohibit, materially delay or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, impair the performance by Parent of its obligations hereunder and the consummation by Parent under this Agreement. (c) As of the transactions contemplated by this Agreementdate hereof, there is no action, suit, investigation, complaint or other than such Consents thatproceeding pending against Parent or, to the knowledge of Parent, threatened against Parent that restricts or prohibits (or, if not obtained, made or givensuccessful, would not, individually restrict or in prohibit) the aggregate, reasonably be expected to have a material adverse effect on exercise by each Stockholder of its rights under this Agreement or the ability performance by any party of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each the Shareholder that as follows: of the date hereof and as of the Closing: (a) Parent is duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has all necessary corporate or other applicable requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by this Agreement. The Management Board of Parent has adopted resolutions approving and the execution, delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate actions or proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and, assuming Assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each the Shareholder, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) Except for the Bankruptcy applicable requirements of the Exchange Act and Equity Exception. Neither Laws of the execution Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms or provisions hereof, will hereof shall (iA) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any of its property or asset is bound or affected, or (ii) (xC) violate any Law order, writ, injunction, decree, statute, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or assets. (yc) violate At the Closing, the authorized capital stock of Parent shall consist of 50,000 Parent Shares, or constitute such other number of Parent Shares pursuant to a default under any share split, if approved by the Shareholder, CNshangquan and the Sponsor. The Parent Shares to be issued to (1) the Shareholder (or if designated by the Shareholder in writing, an Affiliate of the termsShareholder) pursuant hereto, conditions (2) CNshangquan (or provisions if designated by CNshangquan in writing, an Affiliate of any Contract CNshangquan) pursuant to which the Support Agreement by and between Parent and CNshangquan dated as of the date hereof (the “CNshangquan Support Agreement”) and (3) the Sponsor (or any if designated by the Sponsor in writing, an Affiliate of its Subsidiaries are a party or accelerate Parent’s or any Sponsor) at the Closing pursuant to the Equity Commitment Letter, shall be all of its Subsidiaries’the Parent Shares outstanding at and immediately after the Effective Time. (d) At the Closing, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably Parent Shares to be expected to have a material adverse effect on the ability of Parent to perform its obligations issued under this Agreement or to consummate shall have been duly and validly authorized and when issued and delivered in accordance with the transactions contemplated by this Agreement. No Consent is necessary for the execution terms hereof, will be validly issued, fully paid and delivery nonassessable, free and clear of this Agreement by Parentall claims, the performance by Parent of its obligations hereunder liens and the consummation by Parent of the transactions contemplated by this Agreementencumbrances, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations restrictions arising under this Agreement or to consummate the transactions contemplated by this Agreementapplicable securities Laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Except as set forth in a correspondingly numbered section of the disclosure letter delivered to the Company by Parent on or prior to entering into this Agreement (the "Parent Disclosure Letter"), Parent hereby represents and warrants to each Shareholder as follows: the Company (it being understood that (x) the words "to the Knowledge of Parent" or "Parent's Knowledge" and any words of similar import shall mean the actual knowledge of the Persons whose names are set forth in Section 5.3(a)(i) of the Parent Disclosure Letter and (y) the listing or setting forth of an item in one section of the Parent Disclosure Letter shall be deemed to be a listing or setting forth in another section or sections of the Parent Disclosure Letter if and only to the extent that such information is reasonably apparent to be so applicable to such other section or sections) that: (a) Organization, Good Standing and Qualification. (i) Each of Parent, Merger Sub and Parent's Significant Subsidiaries is duly incorporated or organized, validly existing and, if applicable, in good standing under the laws of its respective jurisdiction of incorporation or organization and has all necessary corporate requisite corporate, partnership or other applicable similar power and authority to execute own, operate and deliver this Agreement, to perform lease its obligations hereunder properties and assets and to consummate carry on its business as presently conducted and is duly qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the transactions contemplated by this Agreementownership or operation or leasing of its assets or properties or conduct of its business requires such qualification. The Management Board Parent has made available to the Company a complete and correct copy of certificate or articles of incorporation and bylaws of Parent has adopted resolutions approving and Merger Sub, as amended to date, which are in full force and effect. All of the executionissued share capital or other equity interests of each of Parent's Significant Subsidiaries are duly authorized, delivery validly issued, fully paid and performance nonassessable and owned by Parent or a direct or indirect wholly owned Subsidiary of this Agreement Parent free and the consummation clear of the transactions contemplated by this Agreementany material lien, which resolutions have not been subsequently rescindedpledge, modified or withdrawn. No other corporate action (including any shareholder vote security interest, claim or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or encumbrance (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), Except as would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on the ability Material Adverse Effect with respect to Parent, each of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent each of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made Subsidiaries holds all material licenses or given, would not, individually authorizations required or in the aggregate, reasonably be expected necessary to have a material adverse effect on the ability of Parent to perform conduct its obligations under this Agreement or to consummate the transactions contemplated by this Agreementbusiness as currently conducted.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and ---------------------------------------- warrants to each Shareholder as follows: the Company that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate or other applicable power and authority required to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder; (b) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent and no action of its stockholders are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby; this Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe Company and the receipt of all required governmental approvals, constitutes a legal, the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally, and except that the availability of equitable remedies, including specific performance, may be subject to the Bankruptcy and Equity Exception. Neither discretion of any court before which any proceeding may be brought; (c) the execution and delivery of this Agreement by ParentParent does not, nor and (except for the expiration or early termination of the waiting period under the HSR Act) the performance of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby will not, require any consent, approval, order, authorization or permit of, filing with, or notification to any governmental or regulatory authority; and (d) Parent is an "accredited investor" as defined in Rule 501 under the Securities Act. Any Company Shares acquired by this AgreementParent upon exercise of the Option will be acquired for Parent's own account, nor performance or compliance for investment purposes only and will not be, and the Option is not being, acquired by Parent with a view to the public distribution thereof, in violation of any of the terms or provisions hereof, will (i) conflict with or violate any applicable provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementSecurities Act.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to as of the date hereof and as of the date of each Shareholder as follows: Parent exchange effected in accordance with Article II hereof that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all necessary requisite corporate or other applicable power and authority to execute enter into and deliver perform this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby and to issue the Reciprocate Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by this Agreement. The Management Parent and the consummation by it of the transactions contemplated hereby (including, without limitation, the issuance of the Reciprocate Common Stock) have been duly authorized by all necessary corporate action on the part of Parent, including but not limited to all actions necessary to ensure that the issuance of Reciprocate Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Parent’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of Parent has adopted resolutions approving enforceable against Parent in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization hereby (in including the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent issuance of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any Reciprocate Common Stock) will not (A) result in a violation of the terms Certificate of Incorporation of Parent or provisions hereof, will (i) conflict with or violate any provision the Table of the certificate of incorporation, bylaws or other comparable charter or organizational documents Contents Bylaws of Parent or (iiB) conflict with, or constitute a default (xor an event which with notice or lapse of time or both would become a default) violate under, or give to others any Law rights of termination, amendment, acceleration or Judgment cancellation of, any agreement, indenture or instrument to which Parent is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to Parent or by which any property or asset of its Subsidiaries the Parent is bound or affected, except with respect to clauses (B) or (yC) violate for any conflicts, defaults, accelerations, terminations, cancellations or constitute a default under violations, that would not in any of material respect result in the terms, conditions or provisions of any Contract to which unenforceability against Parent or any the Company of its Subsidiaries are a party this Agreement or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent or the ability Company or its business, financial condition or results of Parent operations; (vi) upon each issuance to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions a Designated Recipient as contemplated by this Agreement, the Reciprocate Common Stock so issued will be duly authorized and validly issued, fully paid and non-assessable and will be free of restrictions on transfer other than such Consents thatthose existing by operation of applicable securities laws and will be free from all liens and charges imposed by Parent in respect of the issue thereof; and (vii) to the extent shares of Common Stock are listed on a national securities exchange, all shares of Common Stock shall, at all times that Class B Exchangeable Units are exchangeable, be duly approved for listing subject to official notice of issuance on each securities exchange, if not obtainedany, made or given, would not, individually or in on which the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementCommon Stock is then listed.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Stockholder that Parent (i) is duly incorporated, validly existing and in good standing under the laws of the State of New Jersey, (ii) has all necessary requisite corporate or other applicable power and authority to execute and deliver the Merger Agreement and to consummate the transactions contemplated thereby and (iii) has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent. Parent has duly executed and delivered this Agreement, and, assuming this Agreement constitutes the legal, valid and binding obligation of each of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. The execution and delivery by Parent of this Agreement do not, and the consummation of the transactions contemplated by hereby and compliance with the terms of this AgreementAgreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, (i) the Certificate of Incorporation or By-laws of Parent, (ii) any Contract to which resolutions have not been subsequently rescinded, modified Parent is a party or withdrawn. No other corporate action (including any shareholder vote properties or other action) on the part assets of Parent is necessary to authorize are subject, in any way that would prevent, materially impede or materially delay the execution, delivery and performance consummation by Parent of the transactions contemplated by this Agreement or (iii) subject to the filings and other matters referred to in the following sentence, any provision of any (A) statute, law, ordinance, rule or regulation applicable to Parent or the properties or assets of Parent or (B) order, writ, injunction, decree, judgment or stipulation applicable to Parent or the properties or assets of Parent, and in each case in any way that would prevent, materially impede or materially delay the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered No material consent, approval, order or authorization of, action by Parent andor in respect of, assuming due authorization (in the case of each Shareholder that or registration, declaration or filing with, any Governmental Entity is not a natural person), execution and delivery hereof required by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against or with respect to Parent in accordance connection with its termsthe execution, subject to the Bankruptcy delivery and Equity Exception. Neither the execution and delivery performance of this Agreement by Parent, nor or the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any except for such reports under Sections 13(d) and 16 of the terms or provisions hereof, will (i) conflict Exchange Act as may be required in connection with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate and the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this AgreementAgreement and the Merger Agreement (collectively, the “Transactions”). The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated Transactions have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and or to consummate the consummation by Parent Transactions, subject only to receipt of the transactions contemplated by this AgreementParent Requisite Vote. This Agreement has been duly executed and delivered by Parent and, assuming the due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe Stockholders, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery of this Agreement and the consummation of the Transactions do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the memorandum or articles of association or similar organizational documents of Parent, (ii) any Contract applicable to Parent or its properties or assets or subject to the Bankruptcy governmental filings and Equity Exceptionother matters referred to in the following sentence, any Laws applicable to Parent or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that, individually or in the aggregate, would not have a Parent Material Adverse Effect or impair the ability of Parent to consummate the Transactions or prevent or materially impede or delay the consummation of the Transactions. Neither No consent of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, nor Parent or the consummation by Parent of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent with any except for (1) filings required to be made under the HSR Act, the EC Merger Regulation, the Securities Act, the Exchange Act and state securities and “blue sky” laws, (2) the Foreign Antitrust Filings, (3) the filing of the terms or provisions hereof, will (i) conflict Articles of Merger with or violate any provision the Secretary of State of the certificate State of incorporationFlorida, bylaws (4) filings with the ISA, the TASE and Nasdaq and (5) such other items and consents, the failure of which to be obtained or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would notmade, individually or in the aggregate, reasonably be expected to would not have a material adverse effect on Parent Material Adverse Effect or impair the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and Transactions or prevent or materially impede or delay the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementTransactions.

REPRESENTATIONS AND WARRANTIES OF PARENT. In connection with the transactions contemplated hereby, Parent hereby represents and warrants to each Shareholder Rollover Investor, as follows: Parent has all necessary corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreementdate hereof and as of the Rollover Closing, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action that: (including any shareholder vote or other actiona) on the part of Parent is necessary a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to authorize do business in every jurisdiction in which the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject failure to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, so qualify might reasonably be expected to have a material adverse effect on the ability financial condition, operating results, assets, operations or business prospects of Parent and its Subsidiaries taken as a whole. Parent has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to perform own and operate its obligations under this Agreement or properties, to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution carry on its businesses as now conducted and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder presently proposed to be conducted and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate carry out the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement has been duly authorized by Parent and this Agreement constitutes a valid and binding obligation of Parent, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The execution and delivery by Parent of this Agreement, the issuance of the Parent Shares hereunder, and the fulfillment of and compliance with the respective terms hereof do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any Lien upon Parent’s equity interests or assets pursuant to, (iv) give rise to any right of first refusal, preemptive right, tagalong right, transfer right or other similar right of any other party to, (v) give any third party the right to modify, terminate or accelerate any obligation under, (vi) result in a violation of or (vii) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Authority pursuant to, the Company Organizational Documents, or any law, statute, rule or regulation to which Parent is subject, or any agreement, instrument, order, judgment or decree to which Parent is a party or by which it is bound. (c) The Parent Shares, when issued pursuant to the terms of this Agreement, will be duly authorized, validly issued and outstanding, fully paid, non-assessable and free and clear of all Liens, other than as applicable to the Parent Shares or the holders thereof under applicable federal and state securities laws, the Financing Documents, the Certificate of Incorporation or the Bylaws of Parent. (d) Parent was formed solely in connection with the transactions contemplated by the Merger Agreement and, except for obligations incurred or actions taken in connection with its formation or the negotiation and consummation of this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby, Parent has not engaged in any business or activity of any type or kind.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Purchaser as follows: set forth below. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. (b) Parent has all necessary corporate or other applicable power and authority to make, execute and deliver this Agreement, Agreement and to perform its all of the obligations hereunder and to consummate the transactions contemplated be performed by this Agreementit hereunder. The Management Board of Parent has adopted resolutions approving the executionmaking, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by this Agreementall necessary corporate action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent andParent, and assuming the due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each ShareholderPurchaser, constitutes a legalthis Agreement will constitute the valid, valid legal and binding obligation of Parent, enforceable against Parent it in accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting the Bankruptcy rights of creditors generally and Equity Exception. by legal and equitable limitations on the enforceability of specific remedies. (c) Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereofhereby, will (i) violate or conflict with or violate any provision of the certificate articles of incorporation, incorporation or bylaws or other comparable charter or organizational documents of Parent or any Domestic Parent Distributor, (ii) (x) violate any of the terms, conditions, or provisions of any Law or Judgment applicable license to which Parent or any Domestic Parent Distributor is subject or by which it or any Domestic Parent Distributor or any of its Subsidiaries or their assets are bound, or (yiii) violate violate, breach, or constitute a default under any of the terms, conditions or provisions of any Contract contract to which Parent or any of its Subsidiaries are Domestic Parent Distributor is a party or accelerate Parent’s by which it or any Domestic Parent Distributor or any of its Subsidiaries’or their assets is bound. The distribution of any Products offered by a Travelers Insurer and distributed by a Domestic Parent Distributor on the date hereof does not violate, if applicablebreach, obligations or constitute a default under any such Contract, except, contract to which Parent or any Domestic Parent Distributor is a party or by which any of them or any of their respective assets is bound. (d) None of the arrangements by which any Domestic Parent Distributor distributes any Products on behalf of a Travelers Insurer in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect force on the ability date of Parent to perform its obligations under this the Acquisition Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery date of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent violated or violates any of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or Parent Standards and Practices in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementsuch date.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Purchaser as follows: set forth below. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. (b) Parent has all necessary corporate or other applicable power and authority to make, execute and deliver this Agreement, Agreement and to perform its all of the obligations hereunder and to consummate the transactions contemplated be performed by this Agreementit hereunder. The Management Board of Parent has adopted resolutions approving the executionmaking, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by this Agreementall necessary corporate action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent andParent, and assuming the due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each ShareholderPurchaser, constitutes a legalthis Agreement will constitute the valid, valid legal and binding obligation of Parent, enforceable against Parent it in accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting the Bankruptcy rights of creditors generally and Equity Exception. by legal and equitable limitations on the enforceability of specific remedies. (c) Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereofhereby, will (i) violate or conflict with or violate any provision of the certificate articles of incorporation, incorporation or bylaws or other comparable charter or organizational documents of Parent or any International Parent Distributor, (ii) (x) violate any of the terms, conditions, or provisions of any Law or Judgment applicable license to which Parent or any International Parent Distributor is subject or by which it or any International Parent Distributor or any of its Subsidiaries or their assets are bound, or (yiii) violate violate, breach, or constitute a default under any of the terms, conditions or provisions of any Contract contract to which Parent or any of its Subsidiaries are International Parent Distributor is a party or accelerate Parent’s by which it or any International Parent Distributor or any of its Subsidiaries’, if applicable, obligations under or their assets is bound. The distribution of any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have Products offered by a material adverse effect Travelers Insurer and distributed by an International Parent Distributor on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery date of this Agreement does not violate, breach, or constitute a default under any contract to which Parent or any International Parent Distributor is a party or by Parent, the performance by Parent which any of its obligations hereunder and the consummation by Parent them or any of their respective assets is bound. (d) None of the transactions contemplated arrangements by which any International Parent Distributor distributes any Products on behalf of a Travelers Insurer in force on the date of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or Agreement violates any of the Parent Standards and Practices in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementsuch date.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Purchaser as follows: set forth below. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. (b) Parent has all necessary corporate or other applicable power and authority to make, execute and deliver this Agreement, Agreement and to perform its all of the obligations hereunder and to consummate the transactions contemplated be performed by this Agreementit hereunder. The Management Board of Parent has adopted resolutions approving the executionmaking, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by this Agreementall necessary corporate action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent andParent, and assuming the due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each ShareholderPurchaser, constitutes a legalthis Agreement will constitute the valid, valid legal and binding obligation of Parent, enforceable against Parent it in accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting the Bankruptcy rights of creditors generally and Equity Exception. by legal and equitable limitations on the enforceability of specific remedies. (c) Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereofhereby, will (i) violate or conflict with or violate any provision of the certificate articles of incorporation, incorporation or bylaws or other comparable charter or organizational documents of Parent or any International Parent Distributor, (ii) (x) violate any of the terms, conditions, or provisions of any Law or Judgment applicable license to which Parent or any International Parent Distributor is subject or by which it or any International Parent Distributor or any of its Subsidiaries or their assets are bound, or (yiii) violate violate, breach, or constitute a default under any of the terms, conditions or provisions of any Contract contract to which Parent or any of its Subsidiaries are International Parent Distributor is a party or accelerate Parent’s by which it or any International Parent Distributor or any of its Subsidiaries’or their assets is bound. The distribution of any Products offered by a Travelers Insurer and distributed by an International Parent Distributor on the date hereof does not violate, if applicablebreach, obligations or constitute a default under any such Contract, except, in the case contract to which Parent or any International Parent Distributor is a party or by which any of clause (ii), as would not, individually them or in the aggregate, reasonably be expected to have a material adverse effect on the ability any of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent their respective assets is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementbound.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and ---------------------------------------- warrants to each Shareholder as follows: Company that (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate or other applicable power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder hereunder; (b) the execution and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of ParentParent and, assuming this Agreement constitutes a legal, valid and binding obligation of Company, is enforceable against Parent in accordance with its terms, subject except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity; (d) except for any filings, authorizations, approvals or orders required under the HSR Act and any required filings under state securities, or "blue sky" laws, Parent has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Bankruptcy Option, and Equity Exception. Neither at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Parent Shares for Company to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Parent Shares or other securities which may be issuable pursuant to Section 7(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement and payment therefor by Company, will be validly issued, fully paid and nonassessable; (e) upon delivery of Parent Shares and any other securities to Company upon exercise of the Option, Company will acquire such Parent Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Company; (f) the execution and delivery of this Agreement by Parent do not, and the performance of this Agreement by Parent will not, (i) violate the Certificate of Incorporation or Bylaws of Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (iii) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment order applicable to Parent or any of its Subsidiaries subsidiaries or by which they or any of their material property is bound or affected or (yiii) violate result in any breach of or constitute a default under (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a material lien or encumbrance on any material property or assets of Parent or any of the termsits subsidiaries pursuant to, conditions any material contract or provisions of any Contract agreement to which Parent or any of its Subsidiaries are subsidiaries is a party or accelerate Parent’s by which Parent or any of its Subsidiaries’, if applicable, obligations under subsidiaries or any such Contract, except, in the case of clause their material property is bound or affected; and (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for g) the execution and delivery of this Agreement by ParentParent does not, and the performance of this Agreement by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would will not, individually require any consent, approval, authorization or in permit of, or filing with, or notification to, any Governmental Entity, except pursuant to the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementHSR Act.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholders as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, terms (subject to the Bankruptcy effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and Equity Exception(ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies). Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or hereby and compliance by Parent with any of the terms hereof will not, conflict with, or provisions hereofresult in any violation of, will or default (i) conflict with or violate without notice or lapse of time, or both) under any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any assets of its Subsidiaries’Parent are bound or, if applicable, obligations under any such Contract, except, subject to the filings and other matters referred to in the case next sentence, any provision of clause (ii)any Judgment or applicable Law applicable to Parent or the properties or assets of Parent. No Consent of, as would notor registration, individually declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent in connection with the aggregateexecution, reasonably be expected to have a material adverse effect on the ability delivery and performance of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or reports by Parent under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder that as follows: of the date hereof and as of the Closing: (a) Parent is duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has all necessary corporate or other applicable requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by this Agreement. The Management Board of Parent has adopted resolutions approving and the execution, delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate actions or proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and, assuming Assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe Shareholders, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) Except for the Bankruptcy applicable requirements of the Exchange Act and Equity Exception. Neither Laws of the execution Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms or provisions hereof, will hereof shall (iA) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any of its property or asset is bound or affected, or (ii) (xC) violate any Law order, writ, injunction, decree, statute, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or assets. (yc) violate or constitute At and immediately after the Closing, the authorized capital stock of Parent shall consist of 1,000,000,000 Parent Shares, of which a default under any number of Parent Shares as set forth in Schedule A shall be issued and outstanding (collectively, the “Issued Shares”). The Issued Shares, together with the Parent Shares to be issued to the Sponsors at the Closing pursuant to the Consortium Agreement and the Equity Commitment Letters, shall be all of the termsParent Shares outstanding at and immediately after the Closing. (d) At the Closing, conditions or provisions of any Contract the Parent Shares to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations issued under this Agreement or to consummate shall have been duly and validly authorized and when issued and delivered in accordance with the transactions contemplated by this Agreement. No Consent is necessary for the execution terms hereof, will be validly issued, fully paid and delivery nonassessable, free and clear of this Agreement by Parentall claims, the performance by Parent of its obligations hereunder liens and the consummation by Parent of the transactions contemplated by this Agreementencumbrances, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations restrictions arising under this Agreement or to consummate the transactions contemplated by this Agreementapplicable securities Laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Icahn Affiliated Parties as follows: Parent is duly organized, validly existing and in good standing under the laws of the State of Delaware. Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this the Acquisition Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions the Acquisition Agreement have not been subsequently rescinded, modified or withdrawn. No other corporate duly authorized by all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreementthe Acquisition Agreement and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will any provision of (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or Parent, (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate by which any assets of Parent are bound or (iii) subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Law applicable to Parent or the assets of Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, exceptother than, in the case of clause clauses (ii)) and (iii) above, as would notany such items that, individually or in the aggregate, have not, and are not reasonably be expected to have a material adverse effect on the likely to, materially impair or delay Parent’s ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this the Acquisition Agreement. No Consent of, or registration, declaration or filing with, any Governmental Entity is necessary for required to be obtained or made by or with respect to Parent in connection with the execution execution, delivery and delivery performance of this Agreement by Parent, the performance by Parent of its obligations hereunder and or the consummation by Parent of the transactions contemplated by this the Acquisition Agreement, other than such Consents thatConsents, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions registrations and filings contemplated by this the Acquisition Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Stockholder that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving ; (i) the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No all requisite corporate action and no other corporate action (including any shareholder vote or other action) proceedings on the part of Parent is are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby and (ii) this Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by each of the Stockholders, constitutes a valid and binding agreement of Parent enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity); and (c) the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by hereby do not and shall not (including with notice or lapse of time or both): (i) require any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any Governmental Authority or other party, except for the filing with the SEC of any Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 (as applicable) of the Exchange Act, as may be required in connection with this Agreement. This Agreement has been duly executed and delivered by Parent andthe transactions contemplated hereby, assuming due authorization (in ii) contravene or conflict with the case certificate of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation incorporation or the bylaws of Parent, enforceable against Parent (iii) result in accordance with its termsany violation or the breach of, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under under, or give rise to any right of termination, cancellation or acceleration or any payments under, or result in a loss of a benefit or in the creation or imposition of an Encumbrance under, any of the terms, conditions or provisions of any Contract note, lease, mortgage, indenture, license, agreement or other instrument or obligation to which Parent is a party or by which Parent or any of its Subsidiaries are a party assets may be bound or accelerate (iv) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, except in the case of clause clauses (ii), iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and prevent or delay the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder and the Company as follows: : (a) Parent (i) is a legal entity duly organized, validly existing and in good standing under the Applicable Laws of the state of Delaware, and (ii) has all necessary corporate or other applicable requisite company power and authority to execute and has taken all company action necessary in order to, execute, deliver this Agreement, to and perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by this Agreement. The Management Board Parent and, assuming the Agreement is the valid and legally binding agreement of each of the other parties hereto, constitutes a legal, valid and binding agreement of Parent has adopted resolutions approving enforceable against Parent in accordance with its terms, subject to the Remedies Exception. (b) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act and the consents and approvals described in Sections 4.04 and 4.05 of the Merger Agreement, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by Parent from, or to be given by Parent to, or be made by Parent with, any Governmental Authority or any other Person in connection with the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreementhereby, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under except for any such Contractfiling, exceptnotice, in the case of clause (ii)report, as consent, registration, approval, permit, waiver, expiration or authorization that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on prevent or materially delay or impair the ability of Parent to perform its obligations under this Agreement hereunder or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution hereby. (c) The execution, delivery and delivery performance of this Agreement by ParentParent do not, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by hereby will not, constitute or result in (i) a breach or violation of, or a default under, the Parent Organizational Documents, or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of Parent pursuant to any Contract binding upon Parent, or, assuming (solely with respect to performance of this AgreementAgreement and the transactions contemplated hereby), other than compliance with the matters referred to in Section 5(b), under any Applicable Law to which Parent is subject or any change in the rights or obligations of any party under any Contract legally binding upon Parent, except, in the case of clause (ii) directly above, for any such Consents thatbreach, if not obtainedviolation, made termination, default, creation, acceleration or given, change that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the prevent or materially delay or impair Parent’s ability of Parent to perform its obligations under this Agreement hereunder or to consummate the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each the Shareholder that as follows: of the date hereof and as of the Closing: (a) Parent is duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has all necessary corporate or other applicable requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by this Agreement. The Management Board of Parent has adopted resolutions approving and the execution, delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate actions or proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and, assuming Assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each the Shareholder, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) Except for the Bankruptcy applicable requirements of the Exchange Act and Equity Exception. Neither Laws of the execution Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms or provisions hereof, will hereof shall (iA) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any of its property or asset is bound or affected, or (ii) (xC) violate any Law order, writ, injunction, decree, statute, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or assets. (yc) violate At the Closing, the authorized capital stock of Parent shall consist of 50,000 Parent Shares or constitute such other number of Parent Shares pursuant to a default under any share split, if approved by the Shareholder, ChinaEquity and the Sponsor. The Parent Shares to be issued to (1) the Shareholder (or if designated by the Shareholder in writing, an Affiliate of the termsShareholder) pursuant hereto, conditions (2) ChinaEquity (or provisions if designated by ChinaEquity in writing, an Affiliate of any Contract ChinaEquity) pursuant to which the Support Agreement by and between Parent and ChinaEquity dated as of the date hereof (the “ChinaEquity Support Agreement”) and (3) the Sponsor (or any if designated by the Sponsor in writing, an Affiliate of its Subsidiaries are a party or accelerate Parent’s or any Sponsor) at the Closing pursuant to the Equity Commitment Letter, shall be all of its Subsidiaries’the Parent Shares outstanding at and immediately after the Effective Time. (d) At the Closing, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably Parent Shares to be expected to have a material adverse effect on the ability of Parent to perform its obligations issued under this Agreement or to consummate shall have been duly and validly authorized and when issued and delivered in accordance with the transactions contemplated by this Agreement. No Consent is necessary for the execution terms hereof, will be validly issued, fully paid and delivery nonassessable, free and clear of this Agreement by Parentall claims, the performance by Parent of its obligations hereunder liens and the consummation by Parent of the transactions contemplated by this Agreementencumbrances, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations restrictions arising under this Agreement or to consummate the transactions contemplated by this Agreementapplicable securities Laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholders as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, terms (subject to the Bankruptcy effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and Equity Exception(ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies). Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or hereby and compliance by Parent with any of the terms hereof will not, conflict with, or provisions hereofresult in any violation of, will or default (i) conflict with or violate without notice or lapse of time, or both) under any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate by which any properties or assets of Parent are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Order or applicable Law applicable to Parent or the properties or assets of Parent’s or any of its Subsidiaries’, if applicable, obligations under except for any such Contractconflicts, exceptbreaches, in the case of clause (ii), as would notdefaults or other occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Parent’s ability of Parent to perform its obligations under hereunder. No Consent of any Governmental Authority is required to be obtained or made by or with respect to Parent in connection with the execution, delivery and performance of this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or reports by Parent under the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ----------------------------------------- represents and warrants to each Shareholder the Stock holder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate all necessary action (including any shareholder vote or other action) on the part of Parent. Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andthis Agreement, assuming due authorization (in and this Agreement constitutes the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation obliga tion of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions trans actions contemplated by this Agreementhereby and compliance with the terms hereof will not, nor performance conflict with, or compliance by Parent result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, can celation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are is a party or accelerate Parent’s by which any properties or any assets of its Subsidiaries’Parent are bound or, if applicable, obligations under any such Contract, except, subject to the filings and other matters referred to in the case next sentence, any provision of clause (ii)any Judgment or Applicable Law applicable to Parent or the properties or assets of Parent. No Consent of, as would notor registration, individually declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent in connection with the aggregateexecution, reasonably be expected to have a material adverse effect on the ability delivery and performance of Parent to perform its obligations under this Agreement or to consummate the consummation of the transactions contem plated hereby, other than (i) compliance with and filings under the HSR Act in connection with the exercise of the Option (as defined in Section 4) and (ii) such reports under Section 13(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Rollover Shareholder that as follows: of the date hereof and as of the Closing: (a) Parent is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all necessary corporate or other applicable requisite power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreementhereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe Rollover Shareholders, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) Except for the Bankruptcy applicable requirements of the Exchange Act and Equity Exception. Neither laws of the execution Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms or provisions hereof, will hereof shall (iA) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to any Contract to which Parent is a party or by which Parent or any of its property or asset is bound or affected, or (ii) (xC) violate any Law order, writ, injunction, decree, statute, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or assets. (yc) violate or constitute a default under any of At Closing, the terms, conditions or provisions of any Contract Parent Shares to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations issued under this Agreement or to consummate shall have been duly and validly authorized and when issued and delivered in accordance with the transactions contemplated by this Agreement. No Consent is necessary for the execution terms hereof, will be validly issued, fully paid and delivery nonassessable ordinary shares of this Agreement by Parent, the performance by Parent free and clear of its obligations hereunder all claims, liens and the consummation by Parent of the transactions contemplated by this Agreementencumbrances, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations restrictions arising under this Agreement or to consummate the transactions contemplated by this Agreementapplicable securities laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Parent has all necessary the requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and by Parent, the consummation by Parent of the transactions contemplated by this Agreement, which resolutions Agreement and the compliance by Parent with the provisions of this Agreement have not been subsequently rescinded, modified or withdrawn. No other duly authorized by all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionsimilar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the The execution and delivery of this Agreement by Parent, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or Agreement and compliance by Parent with the provisions of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with the Articles of Incorporation or violate any provision Bylaws of the certificate of incorporationParent, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent is a party or any of its Subsidiaries are a party properties or accelerate Parent’s assets is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any of (A) statute, law, ordinance, rule or regulation or (B) any judgment, order or decree, in each case, applicable to Parent or its Subsidiaries’properties or assets, if applicable, obligations under any such Contract, exceptother than, in the case of clause clauses (ii) and (iii), as would notany such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate would not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement or the compliance by Parent with the provisions of this Agreement, except for (1) filings under the HSR Act and any other than applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such Consents thatreports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, if not obtainedapprovals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made or given, would not, individually or in the aggregate, aggregate would not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. 5.1 Parent hereby represents and represents, warrants and, where applicable, covenants to each the Shareholder as follows: follows and acknowledges that the Shareholder is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement: (a) Parent has all necessary been duly formed and is validly existing under the laws of Delaware and has the requisite corporate or other applicable power and authority to execute conduct its business as it is now being conducted and deliver to enter into this Agreement, Agreement and to perform its obligations hereunder hereunder; (b) the execution and to consummate delivery of this Agreement by Parent and the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the consummation performance of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreementits obligations hereunder. This Agreement has been duly executed and delivered by Parent and, assuming the due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each the Shareholder, constitutes a legal, valid and binding obligation of Parentobligation, enforceable by the Shareholder against Parent in accordance with its terms, subject subject, however, to the Bankruptcy and Equity Exception. Neither ; and (c) none of the execution and delivery by Parent of this Agreement by Parent, nor or the consummation by Parent completion or performance of the transactions contemplated by this Agreement, nor performance hereby or the compliance by Parent with any Parent’s obligations hereunder will result in a breach of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default (with or without notice of lapse of time or both) under any provision of (i) the termsconstating documents of Parent, conditions (ii) any agreement or provisions of any Contract instrument to which Parent is a party or by which Parent or any of its Subsidiaries are a party or accelerate Parent’s property or assets is bound, (iii) any judgment, decree, order or award of its Subsidiaries’any Governmental Authority, if applicableor (iv) any law, obligations under any such Contractstatute, exceptordinance, regulation or rule applicable to Parent in the case context of clause (ii), as would not, individually the Transaction or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for The representations and warranties of Parent set forth in this Article 5 shall not survive the execution completion of the Transaction and delivery will expire and be terminated on the earlier of the Effective Time and the date on which this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or is terminated in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementaccordance with Article 6.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants as follows to each Shareholder as follows: Sellers, and acknowledges that Sellers are relying upon such representations and warranties in connection with the entering into of this Agreement: (a) Parent has all necessary corporate or other applicable is a corporation duly incorporated and validly existing under the laws of the State of Delaware. (b) Parent has, and Parent will have at the Effective Time, the full power and authority to execute execute, deliver, and deliver this Agreement, to observe and perform its covenants, agreements and obligations hereunder under, this Agreement and each other Transaction Document to consummate which it is or will be a party at the transactions contemplated by this AgreementEffective Time and complete the Arrangement. The Management Board of Parent has adopted resolutions approving taken all corporate action necessary to authorize the executionexecution and delivery of, delivery and the observance and performance by Parent of its covenants, agreements and obligations under, this Agreement and the consummation of the transactions contemplated by this Agreement, Transaction Documents to which resolutions it is or will be a party. (c) No proceedings have not been subsequently rescinded, modified taken or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance authorized by Parent or, to the knowledge of this Agreement and Parent, by any other Person, with respect to the consummation by Parent bankruptcy, insolvency, liquidation, dissolution or winding up of the transactions contemplated by this Agreement. Parent. (d) This Agreement has been been, and each Transaction Document to which Parent is or will at the Effective Time be a party will be, duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes or will constitute a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its respective terms, subject to the Bankruptcy and Equity Exception. . (e) Neither the execution and delivery entering into of this Agreement nor the performance or observation by Parent of any of its obligations hereunder will constitute a breach of or violate or require any consent or constitute a default (whether after notice or lapse of time or otherwise) under (i) any articles, by-laws or other organizational documents of Parent, nor (ii) subject to obtaining the consummation Regulatory Approvals, any Applicable Laws, or (iii) any material Contract, License or other instrument or obligation to which Parent is a party or by which it is bound, which, in any such case under (i), (ii) or (iii), would materially and adversely affect Parent’s ability to perform its obligations under this Agreement. (f) Other than the Regulatory Approvals and such other consents, approvals, Licenses, Orders, authorizations, registrations, declarations or filings the failure of which to obtain or make would not materially and adversely affect Parent’s ability to perform its obligations under this Agreement, no consent, approval, License, Order, authorization, registration or declaration of or filing with, any Governmental Authority or other Person is required by Parent in connection with the: (i) completion of the transactions contemplated by this Agreement, nor performance Agreement or compliance the Plan of Arrangement; (ii) execution and delivery by Parent with of this Agreement; or (iii) observance and performance by Parent of its obligations under this Agreement. (g) There is no Claim in progress or, to the knowledge of Parent, pending before any Governmental Authority or threatened against Parent that would adversely affect in any manner the ability of Parent to enter into this Agreement and to perform its obligations hereunder and there is no Order against Parent that would adversely affect in any manner the ability of Parent to enter into this Agreement and to perform its obligations hereunder. (h) All of the terms Common Stock issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws and restrictions set forth in this Agreement and the Lock-up Agreement) and not subject to or provisions hereofissued in violation of any purchase option, will call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Parent’s formation or governing documents or any agreement to which Parent is a party or by which it is otherwise bound, and upon such issuance the recipient thereof shall be entitled to all rights accorded to a holder of Parent’s Common Stock. The authorized capital stock of Parent consists of 625,000,000 shares of Common Stock and 40,000,000 shares of preferred stock, $0.001 par value per share. As of January 30, 2011, (a) 42,330,655 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (b) 3,863,066 shares of Common Stock are reserved for issuance upon exercise of outstanding warrants and options of Parent, and (c) no shares of preferred stock are issued or outstanding. (i) conflict Parent has made available to Adenyo copies of each report filed with or violate any provision the SEC by Parent under the Exchange Act since June 18, 2010 (the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the certificate Securities Act and the Exchange Act, as the case may be, and, to the extent applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of incorporation2002 (“SOX”), bylaws including in each case the rules and regulations thereunder. Except to the extent that information contained in the SEC Documents has been revised or other comparable charter superseded by a later-filed SEC Document filed before the date of this Agreement, none of the SEC Documents contains any untrue statement of a material fact or organizational omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made. Since June 18, 2010, Parent has timely filed all reports, form and documents required to be filed by Parent under the Exchange Act or pursuant to the rules and regulations of any self-regulatory organization of which Parent or is a member. (j) All certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX and the rules and regulations promulgated thereunder, with respect to any report referred to in paragraph (i) above (“Certifications”), complied with such Rules and Sections and the statements contained in the Certifications were true and correct as of the date of the filing thereof. (k) Parent has implemented and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures are effective to ensure that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. (xl) violate Parent is, and since January 1, 2010 has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of The NASDAQ Global Select Market, and (ii) the applicable provisions of SOX. (m) Since January 1, 2008, to the date hereof, neither Parent nor any Law of its Subsidiaries has received any written complaint or Judgment applicable to claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (yn) violate Parent has implemented and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP, including, without limitation, that (i) transactions are executed in accordance with management’s general or constitute specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with US GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since June 18, 2010, (a) there have not been any changes in Parent’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Parent’s internal control over financial reporting; (b) all significant deficiencies and material weaknesses in the design or operation of Parent’s internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information have been disclosed to Parent’s outside auditors and the audit committee of Parent’s Board, and (c) there has not been any fraud, whether or not material, that involves management or other employees who have a default under any significant role in Parent’s internal control over financial reporting. (o) Each of the termsfinancial statements (including, conditions or provisions in each case, any notes thereto) contained in the SEC Documents (including each of any Contract the SEC Documents filed after the date hereof until the Effective Date) complied with the rules and regulations of the SEC (including Regulation S-X) as of the date of the filing of such reports, was prepared in accordance with US GAAP, and fairly presents in all material respects the financial condition and the results of operations, changes in stockholders’ equity and cash flow of Parent as at the respective dates of and for the periods referred to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’in such financial statements, if applicable, obligations under any such Contract, exceptsubject, in the case of clause interim financial statements, to the omission of notes to the extent permitted by Regulation S-X (ii)that, as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect case of interim financial statements included in the SEC Documents filed since Parent’s most recent Annual Report on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or givenForm 10-K, would not, individually or not differ materially from the notes to the financial statements included in the aggregate, reasonably be expected to have a material adverse effect on the ability such Annual Report of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementParent).

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants as follows to each Shareholder as follows: Target, and acknowledges that Target is relying upon such representations and warranties in connection with the entering into of this Agreement: (a) Parent has all necessary corporate or other applicable is a corporation duly incorporated and validly existing under the laws of the State of Delaware. (b) Parent has, and Parent will have at the Effective Time, the full power and authority to execute execute, deliver, and deliver this Agreement, to observe and perform its covenants, agreements and obligations hereunder under, this Agreement and each other Transaction Document to consummate which it is or will be a party at the transactions contemplated by this AgreementEffective Time and complete the Arrangement. The Management Board of Parent has adopted resolutions approving taken all corporate action necessary to authorize the executionexecution and delivery of, delivery and the observance and performance by Parent of its covenants, agreements and obligations under, this Agreement and the consummation of the transactions contemplated by this Agreement, Transaction Documents to which resolutions it is or will be a party. (c) No proceedings have not been subsequently rescinded, modified taken or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance authorized by Parent or, to the knowledge of this Agreement and Parent, by any other Person, with respect to the consummation by Parent bankruptcy, insolvency, liquidation, dissolution or winding up of the transactions contemplated by this Agreement. Parent. (d) This Agreement has been been, and each Transaction Document to which Parent is or will at the Effective Time be a party will be, duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes or will constitute a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its respective terms, subject to the Bankruptcy and Equity Exception. . (e) Neither the execution and delivery entering into of this Agreement nor the performance or observation by Parent of any of its obligations hereunder will constitute a breach of or violate or require any consent or constitute a default (whether after notice or lapse of time or otherwise) under (i) any articles, by-laws or other organizational documents of Parent, nor (ii) subject to obtaining the consummation Regulatory Approvals, any Applicable Laws, or (iii) any material Contract, License or other instrument or obligation to which Parent is a party or by which it is bound, which, in any such case under (i), (ii) or (iii), would materially and adversely affect Parent’s ability to perform its obligations under this Agreement. (f) Other than the Regulatory Approvals and such other consents, approvals, Licenses, Orders, authorizations, registrations, declarations or filings the failure of which to obtain or make would not materially and adversely affect Parent’s ability to perform its obligations under this Agreement, no consent, approval, License, Order, authorization, registration or declaration of or filing with, any Governmental Authority or other Person is required by Parent in connection with the: (i) completion of the transactions contemplated by this Agreement, nor performance Agreement or compliance the Plan of Arrangement; (ii) execution and delivery by Parent with of this Agreement; or (iii) observance and performance by Parent of its obligations under this Agreement. (g) There is no Claim in progress or, to the knowledge of Parent, pending before any Governmental Authority or threatened against Parent that would adversely affect in any manner the ability of Parent to enter into this Agreement and to perform its obligations hereunder and there is no Order against Parent that would adversely affect in any manner the ability of Parent to enter into this Agreement and to perform its obligations hereunder. (h) All of the terms Common Stock issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws and restrictions set forth in this Agreement and the Lock-up Agreements) and not subject to or provisions issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Parent’s formation or governing documents or any agreement to which Parent is a party or by which it is otherwise bound, and upon such issuance the recipient thereof shall be entitled to all rights accorded to a holder of Parent’s Common Stock. The authorized capital stock of Parent consists of 625,000,000 shares of Common Stock and 40,000,000 shares of preferred stock, $0.001 par value per share. As of the date hereof, will (a) 42,330,655 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (b) 3,863,066 shares of Common Stock are reserved for issuance upon exercise of outstanding warrants and options of Parent, and (c) no shares of preferred stock are issued or outstanding. (i) conflict Parent has made available to Target copies of each report filed with or violate any provision the SEC by Parent under the Exchange Act since June 18, 2010 (the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the certificate Securities Act and the Exchange Act, as the case may be, and, to the extent applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of incorporation2002 (“SOX”), bylaws including in each case the rules and regulations thereunder. Except to the extent that information contained in the SEC Documents has been revised or other comparable charter superseded by a later-filed SEC Document filed before the date of this Agreement, none of the SEC Documents contains any untrue statement of a material fact or organizational omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made. Since June 18, 2010, Parent has timely filed all reports, form and documents required to be filed by Parent under the Exchange Act or pursuant to the rules and regulations of any self-regulatory organization of which Parent or is a member. (j) All certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX and the rules and regulations promulgated thereunder, with respect to any report referred to in paragraph (i) above (“Certifications”), complied with such Rules and Sections and the statements contained in the Certifications were true and correct as of the date of the filing thereof. (k) Parent has implemented and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures are effective to ensure that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. (xl) violate Parent is, and since January 1, 2010 has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of The NASDAQ Global Select Market, and (ii) the applicable provisions of SOX. (m) Since January 1, 2008, to the date hereof, neither Parent nor any Law of its Subsidiaries has received any written complaint or Judgment applicable to claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (yn) violate Parent has implemented and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP, including, without limitation, that (i) transactions are executed in accordance with management’s general or constitute specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with US GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since June 18, 2010, (a) there have not been any changes in Parent’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Parent’s internal control over financial reporting; (b) all significant deficiencies and material weaknesses in the design or operation of Parent’s internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information have been disclosed to Parent’s outside auditors and the audit committee of Parent’s Board, and (c) there has not been any fraud, whether or not material, that involves management or other employees who have a default under any significant role in Parent’s internal control over financial reporting. (o) Each of the termsfinancial statements (including, conditions or provisions in each case, any notes thereto) contained in the SEC Documents (including each of any Contract the SEC Documents filed after the date hereof until the Effective Date) complied with the rules and regulations of the SEC (including Regulation S-X) as of the date of the filing of such reports, was prepared in accordance with US GAAP, and fairly presents in all material respects the financial condition and the results of operations, changes in stockholders’ equity and cash flow of Parent as at the respective dates of and for the periods referred to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’in such financial statements, if applicable, obligations under any such Contract, exceptsubject, in the case of clause interim financial statements, to the omission of notes to the extent permitted by Regulation S-X (ii)that, as would not, individually or in the aggregatecase of interim financial statements included in the SEC Documents filed since Parent’s most recent Annual Report on Form 10-K, reasonably be expected would not differ materially from the notes to have a material adverse effect on the ability financial statements included in such Annual Report of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementAcquisition Sub.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Stockholder as follows: : (a) Parent is a public limited company duly organized and validly existing under the Laws of England and Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) Parent has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement have been duly authorized by all necessary corporate or company action and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No no other corporate action (including any shareholder vote or other action) company proceedings on the part of Parent is are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe Stockholder, constitutes a legal, valid and binding obligation of Parent, Parent enforceable against Parent it in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement except as enforcement thereof may be limited against Parent by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent remedies in general as from time to time in effect or (ii) the exercise by courts of equity powers. (xc) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the The execution and delivery of this Agreement by Parent, the performance of this Agreement by Parent of its obligations hereunder it and the consummation by it of the transactions contemplated hereby will not result in a violation or breach of, or constitute a default under, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or by which Parent is bound. The consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if hereby will not obtained, made violate any provision of any Law or given, would not, individually or in the aggregate, reasonably be expected Order applicable to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementParent.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreementhereby. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this AgreementParent. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each ShareholderStockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery by Parent of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or hereby and compliance by Parent with any of the terms or provisions hereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien on any properties or assets of Parent under, (i) conflict with or violate any provision of the certificate Second Amended and Restated Articles of incorporationIncorporation or by-laws of Parent, bylaws or other comparable charter or organizational documents of Parent or (ii) any Contract to which Parent is a party or by which any of its properties or assets are bound or (xiii) violate subject to the filings and other matters referred to in the last sentence of this Section 2, any Law judgment, order, decree, statute, law, ordinance, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of the termsassets, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, except in the case of clause each of clauses (ii) and (iii), as would not, individually or in the aggregate, is not reasonably be expected likely to (x) have a material adverse effect Material Adverse Effect on Parent, (y) impair the ability of Parent to perform its obligations under this Agreement or to consummate (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement. No Consent consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is necessary for required 4 by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and or the consummation by Parent of the transactions contemplated by hereby except for such filings under the Exchange Act as may be required in connection with this Agreement, other than such Consents that, if Agreement and the transactions contemplated hereby and except those which are not obtained, made or given, would not, individually or in the aggregate, reasonably be expected likely to (x) have a material adverse effect Material Adverse Effect on Parent, (y) impair the ability of Parent to perform its obligations under this Agreement or to consummate (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: : (a) Organization; Authority; Execution and Delivery; Enforceability. Parent (i) is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and (ii) has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby and to comply with the terms hereof. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this AgreementParent, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby and compliance by Parent with the provisions hereof have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms, subject to except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the Bankruptcy rights and Equity Exceptionremedies of creditors generally and general principles of equity (whether considered in a proceeding in equity or at law). Neither the The execution and delivery of this Agreement by ParentAgreement, nor the consummation by Parent of the transactions contemplated by this Agreementhereby and compliance with the provisions hereof do not and will not conflict with, nor performance or compliance by Parent result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with the Amended and Restated Certificate of Incorporation or violate any provision Amended and Restated By-laws of the certificate of incorporationParent, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent is a party or any of its Subsidiaries are a party properties or accelerate Parent’s assets is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any of (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or its Subsidiaries’properties or assets, if applicable, obligations under any such Contract, exceptother than, in the case of clause clauses (ii) and (iii), as would notany such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate could not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby or compliance by Parent with the provisions hereof, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law or regulation, (2) filings with the SEC of such reports under the Exchange Act as may be required in connection with this AgreementAgreement and the transactions contemplated hereby and (3) such other consents, other than such Consents thatapprovals, if not obtainedorders, authorizations, registrations, declarations and filings the failure of which to be obtained or made or given, would not, individually or in the aggregate, aggregate could not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate prevent or materially delay the consummation of any of the transactions contemplated by this Agreementhereby.

REPRESENTATIONS AND WARRANTIES OF PARENT. Section 4.1 Parent hereby represents and warrants to each Rollover Shareholder that as follows: of the date hereof and as of the Rollover Closing: (a) Each of Parent and Merger Sub is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and has all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. (b) Parent has all necessary requisite corporate or other applicable similar power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by this Agreement. The Management Board of Parent has adopted resolutions approving and the execution, delivery and performance by Parent of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate actions or proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and, assuming Assuming due authorization (in the case of each Shareholder that is not a natural person)authorization, execution and delivery hereof by each Shareholderthe other parties, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as enforcement may be limited by the Bankruptcy and Equity Exception. Neither ; (c) except for the execution applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, deliver and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreementhereby, nor performance or compliance by Parent with any of the terms or provisions hereof, will hereof shall (ix) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent, (y) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any of its property or asset is bound or affected, or (ii) (xz) violate any Law order, writ, injunction, decree, statute, rule or Judgment regulation applicable to Parent or any of its Subsidiaries properties or assets; (yd) violate each of Parent and Merger Sub was formed solely for the purposes of engaging in the Transactions and has not conducted any business prior to the date hereof, and has no, and prior to the Effective Time, will have no assets, liabilities or constitute a default under any of the terms, conditions or provisions obligations of any Contract nature other than pursuant to any Debt Commitment Letter or definitive documentation relating to the Debt Financing and those incident to its formation and capitalization pursuant to the Merger Agreement and the Transactions. Other than Merger Sub, there are no other corporations, partnerships, joint ventures, associations, or entities through which Parent or Merger conducts business, or other entities in which either Parent or Merger Sub controls or owns, of record or beneficially, any direct or indirect equity or other interest; (e) at and immediately after the Rollover Closing, the authorized share capital of its Subsidiaries are Parent shall consist of 5,000,000,000 Parent Shares (comprised of 4,800,000,000 class A ordinary shares and 200,000,000 class B ordinary shares), of which a party or accelerate Parent’s or any number of its Subsidiaries’Parent Shares as set forth in Schedule A shall be issued and outstanding (the “Issued Shares”), if applicableand the Issued Shares, obligations under any such Contract, except, together with the Parent Shares to be issued to the EC Investors (as defined in the case Interim Investors Agreement) at the Rollover Closing pursuant to the Interim Investors Agreement and the Equity Commitment Letters and the Parent Shares to be issued to the Supporting Shareholders (or their designated Affiliates) at the Rollover Closing pursuant to the Support Agreement, shall be all of clause the Parent Shares outstanding at and immediately after the Rollover Closing. All of the issued and outstanding share capital of Merger Sub is, and at the Rollover Closing will be, owned by Parent. Except as set forth in the foregoing sentences in this Section 4.1(e) and as provided in Section 2.02 of the Merger Agreement, there are no outstanding or authorized (i) shares of capital stock, voting securities or other equity interests of Parent or Merger Sub, (ii) any securities convertible into, exercisable for, or exchangeable for shares of capital stock, voting securities or other equity interests of Parent or Merger Sub, or (iii) any subscriptions, options, warrants, convertible debts, convertible instruments, calls, phantom stock or other similar rights, agreements, arrangements, understandings or commitments of any character to acquire from Parent or Merger Sub, or obligations of Parent or Merger Sub to issue or sell, any securities referenced in clauses in (i) and (ii) (the foregoing securities in clauses (i), as would not(ii) and (iii), individually or in the aggregate“Parent Securities”); (f) at the Rollover Closing, reasonably the Parent Shares to be expected to have a material adverse effect on the ability of Parent to perform its obligations issued under this Agreement or to consummate shall have been duly and validly authorized and when issued and delivered in accordance with the transactions contemplated by this Agreement. No Consent is necessary for the execution terms hereof, will be validly issued, fully paid and delivery nonassessable, free and clear of this Agreement by Parentall Liens, the performance by Parent of its obligations hereunder and the consummation by Parent other than restrictions arising under applicable securities Laws; and (g) as of the transactions contemplated by date of this Agreement, other than such Consents thatthe Parent Group Contracts, if not obtainedthere are no Contracts, made agreement, arrangement or givenunderstanding relating to the Transactions among Parent, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementMerger Sub and any Investor.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to as of the date hereof and as of the date of each Shareholder as follows: Parent exchange effected in accordance with Article II hereof that (i) it is an exempted company limited by shares and is existing in good standing under the laws of the Cayman Islands, (ii) it has all necessary corporate or other applicable requisite power and authority to execute enter into and deliver perform this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby and to issue the Reciprocal Ordinary Shares in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by this Agreement. The Management Parent and the consummation by it of the transactions contemplated hereby (including, without limitation, the issuance of the Reciprocal Ordinary Shares) have been duly authorized by all necessary action on the part of Parent, including but not limited to all actions necessary to ensure that the issuance of Reciprocal Ordinary Shares pursuant to the transactions contemplated hereby, to the fullest extent of the Parent’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby, (iv) this Agreement constitutes a legal, valid and binding obligation of Parent has adopted resolutions approving enforceable against Parent in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization hereby (in including the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent issuance of the transactions Reciprocal Ordinary Shares) will not result in a violation of the Memorandum and Articles; (vi) upon each issuance to a Designated Recipient as contemplated by this Agreement, nor performance or compliance and registration in the Parent’s register of members, the Reciprocal Ordinary Shares so issued will be duly authorized and validly issued, fully paid and non-assessable and will be free of restrictions on transfer other than those existing by operation of applicable securities laws and will be free from all liens and charges imposed by Parent with any in respect of the terms or provisions hereofissue thereof; and (vii) to the extent Ordinary Shares are listed on a national securities exchange, will (i) conflict with or violate any provision all Ordinary Shares shall, at all times that shares of the certificate Class F Common Stock are exchangeable, be duly approved for listing subject to official notice of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’issuance on each securities exchange, if applicableany, obligations under any such Contract, except, in on which the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent Ordinary Shares is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementthen listed.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Parent has all necessary the requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and by Parent, the consummation by Parent of the transactions contemplated by this Agreement, which resolutions Agreement and the compliance by Parent with the provisions of this Agreement have not been subsequently rescinded, modified or withdrawn. No other duly authorized by all necessary corporate action (including any shareholder vote or other action) on the part of Parent is and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the The execution and delivery of this Agreement by Parentdo not, nor and the consummation by Parent of the transactions contemplated by this Agreement, nor performance or Agreement and compliance by Parent with the terms of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the terms properties or provisions hereofassets of Parent under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) conflict with or violate any provision of the certificate of incorporationincorporation or bylaws of Parent, bylaws or other comparable charter or organizational documents of Parent or (ii) any Contract to or by which Parent is a party or bound or to or by which any of the properties or assets of Parent is subject or bound or (xiii) violate subject to the governmental filings and other matters referred to in the following sentence, any Law or Judgment Judgment, in each case, applicable to Parent or any of its Subsidiaries properties or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, exceptassets other than, in the case of clause clauses (ii) and (iii), as would notany such conflicts, violations, breaches, defaults, terminations, cancelations, accelerations, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate are not reasonably be expected likely to have a (x) impair in any material adverse effect on respect the ability of Parent to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No Consent is necessary for required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and or the consummation by Parent of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions as contemplated by this the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder as follows: Stockholder that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the People’s Republic of China and has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving ; (b) (i) the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions Agreement have not been subsequently rescinded, modified or withdrawn. No duly authorized by all requisite corporate action and no other corporate action (including any shareholder vote or other action) proceedings on the part of Parent is are necessary to authorize this Agreement or the consummation of the transactions contemplated by this Agreement and (ii) this Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by each of the Stockholders, constitutes a valid and binding agreement of Parent enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity); (c) the execution, delivery and performance by Parent of this Agreement do not and shall not (including with notice or lapse of time or both): (i) require any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any Governmental Entity or other party, except for the consummation by Parent of filing with the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent andSEC in accordance with Applicable Law, assuming due authorization (in the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation ii) contravene or conflict with any Constituent Document of Parent, enforceable against Parent (iii) result in accordance with its termsany violation or the breach of, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under under, or give rise to any right of termination, cancellation or acceleration or any payments under, or result in a loss of a benefit or in the creation or imposition of an Encumbrance under, any of the terms, conditions or provisions of any Contract note, lease, mortgage, indenture, license, agreement or other instrument or obligation to which Parent is a party or by which Parent or any of its Subsidiaries are a party assets may be bound or accelerate (iv) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, except in the case of clause clauses (ii), iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on materially impair the ability of Parent to perform its obligations under this Agreement or prevent or delay the consummation of the transactions contemplated by this Agreement; and (d) there is no proceeding pending, affecting, or, to the knowledge of Parent, threatened against Parent, or its properties or assets, at law or equity before or by an Governmental Entity, that would reasonably be expected to impair the ability of Parent to perform its obligations under this Agreement or to materially delay the performance by Parent of its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for Except where expressly stated to be given as of the execution date hereof only, (i) the representations and delivery of warranties contained in this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent shall be made as of the transactions contemplated by date hereof and (ii) the representations and warranties contained in this Agreement, Agreement (other than such Consents that, if not obtained, those contained in Section 4(d)) shall be made or given, would not, individually or in as of each date from the aggregate, reasonably be expected to have a material adverse effect on date hereof through and including the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementExpiration Date.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Buyer that the statements contained in this Section 11.16 are true, correct and complete as of the date of this Agreement, as follows: Parent has all necessary corporate or other applicable the power and authority to execute own, lease, and deliver this Agreement, to perform operate its obligations hereunder properties and to consummate the transactions contemplated by this Agreementconduct its business as it is now being conducted. The Management Board of Parent has adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and the consummation all of the transactions contemplated documents and instruments required hereby by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on Parent are within the part power of Parent is and have been duly authorized by all necessary to authorize the execution, delivery and performance action by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this AgreementParent. This Agreement has been duly is, and the other documents and instruments required hereby to be executed and delivered by Parent andwill be, assuming due authorization (in when executed and delivered by Parent, the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholder, constitutes a legal, valid and binding obligation obligations of Parent, enforceable against Parent in accordance with its their respective terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the Bankruptcy time in effect affecting the enforceability or rights of creditors generally and Equity Exceptionby general equitable principles which may limit the right to obtain equitable remedies. Neither Except for the execution and FCC Consent or as described on Schedule 4.3, neither the execution, delivery or performance of this Agreement in accordance with its terms by Parent, Parent nor the consummation by Parent of the transactions sale and purchase of the Purchased Assets or any other transaction contemplated by this Agreement, nor performance does or compliance by Parent will, with any or without the giving of notice, or the terms lapse of time or provisions hereofboth, will or otherwise: (i) conflict with or violate any provision of the certificate of incorporationwith, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate result in a breach of, or constitute a default under under, the organizational documents of Parent, or any Law applicable to Parent, or any court of administrative order or process applicable to Parent, or any material contract, agreement, arrangement, commitment or plan to which Parent is a party or by which Parent is bound and which relates to, the ownership or operation of the Station or the Purchased Assets; (ii) result in the creation of any Lien upon any of the termsPurchased Assets, conditions except for Permitted Liens; (iii) terminate, amend or provisions of modify, or give any Contract other Person the right to terminate, amend, modify, abandon or refuse to perform any material contract, agreement, arrangement, commitment or plan to which Parent is a party and which relates to, the ownership or operation of the Station or the Purchased Assets; (iv) accelerate or modify, or give any other party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed, or any of its Subsidiaries rights or benefits are to be received, under any material contract, agreement, arrangement, commitment or plan to which Parent is a party and which relates to the ownership or accelerate Parent’s operation of the Station or the Purchased Assets; (v) require the consent, waiver, approval, permit, license, clearance or authorization of, or any declaration or filing with, any Governmental Authority other than the FCC; or (vi) require the consent of its Subsidiaries’, if applicable, obligations any Person under any such Contractmaterial agreement, exceptarrangement or commitment of any nature to which Parent is party, in by which Seller is bound, or by which the case of clause (ii), as would not, individually Purchased Assets are bound or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementsubject.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder the Co-Investors as follows: : (a) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware and has all necessary requisite corporate or other applicable power and authority to execute and deliver this Agreement, Agreement and the agreements contemplated hereby and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementthereunder. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of agreements contemplated hereby, the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement its obligations hereunder and thereunder, and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by this Agreementall requisite corporate action, except for the approval of the Restated Certificate. This Agreement has been duly executed and delivered by Parent and, assuming the due authorization (in authorizations, executions and deliveries thereof by the case of each Shareholder that is not a natural person), execution and delivery hereof by each Shareholderother parties hereto, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionby the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or in law). Neither At the Contribution Closing, the Stockholders Agreement will have been duly executed and delivered by Parent and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or in law). (b) The execution, delivery and performance by Parent of this Agreement by Parent, nor and the Stockholders Agreement and the agreements contemplated hereby and thereby and the consummation by Parent of the transactions contemplated by this Agreementhereby and thereby do not and will not, nor performance with or compliance by Parent with any without the giving of notice or the terms passage of time or provisions hereofboth, will (i) conflict with violate the provisions of any law, rule or regulation applicable to Parent or its properties or assets, (ii) upon obtaining the requisite approval of Parent’s board of directors and stockholders of the Restated Certificate and the effective filing of the Restated Certificate, violate any provision the provisions of the certificate of incorporationincorporation or bylaws of Parent, bylaws (iii) violate, conflict with or result in any breach, default or contravention of, or the creation of any Lien under, any note, bond, mortgage, contract, agreement, license or other comparable charter instrument or organizational documents of obligation to which Parent is a party or (ii) (x) violate any Law or Judgment applicable to Parent by which it or any of its Subsidiaries assets are bound, except for such violations, conflicts, breaches, defaults, contraventions or (y) violate or constitute a default under any of the termsLiens, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would notthat, individually or in the aggregate, are not reasonably be expected likely to have result in a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated Transactions, or (iv) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to Parent or their properties or assets. (c) No consent, approval, exemption or authorization is required to be obtained from, no notice is required to be given to and no filing is required to be made with any third party (including, without limitation, governmental and quasi-governmental agencies, authorities and instrumentalities of competent jurisdiction) by this Agreement. No Consent is necessary Parent in order (i) for the execution and delivery each of this Agreement by Parentand the Stockholders Agreement to constitute a legal, the performance by valid and binding obligation of Parent of its obligations hereunder and or (ii) to authorize or permit the consummation by Parent of the transactions issuance of the Co-Investor Shares, except (A) to the extent required pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and any similar applicable competition or antitrust laws, (B) the filing of the Restated Certificate with the Secretary of State of the State of Delaware and (C) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the issuance of the Co-Investor Shares. (d) As of the date hereof, the authorized capital stock of Parent consists of 1,000 shares of Parent Common Stock. As of the date hereof, one (1) share of Parent Common Stock is issued and outstanding and held of record by the FP Investor. There are no options, warrants or other rights to purchase capital stock of Parent, or securities convertible into or exercisable or exchangeable for capital stock of Parent, except pursuant to this Agreement, the HK Agreement and agreements to be entered into between Parent and the FP Investor to effect the Equity Financing Commitments. Parent has delivered to the Co-Investors true and complete copies of its charter and bylaws as in effect on the date hereof. (e) The Co-Investor Shares, when issued and delivered in accordance with the terms hereof and upon receipt of payment required to be made hereunder, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any mortgage, pledge, security interest, claim, encumbrance, lien or charge of any kind, excluding restrictions under applicable securities laws (each, a “Lien”), except as may be otherwise set forth in the Stockholders Agreement. (f) Parent was organized solely for the purpose of effecting the Transactions and as of the Contribution Closing will have engaged in no activity other than in connection with the Transactions. (g) Assuming (A) the Co-Investors satisfy their obligations with respect to the Co-Investor Contributions, (B) the HK Investor satisfy his obligations with respect to contributing the HK Company Shares in accordance with the HK Agreement (the “HK Contributions”) and (C) the FP Investor fund its obligations pursuant to the Equity Financing Commitments, in each case at or prior to the Contribution Closing, (i) the FP Investor, the HK Investor and the Co-Investors, when taken together, shall hold at least 80% of the voting stock of Parent and at least 80% of each class of nonvoting stock, if any, at the time of the Contribution Closing, and (ii) the Co-Investor Contributions, HK Contributions, the equity financing provided by the FP Investor, and the debt financing provided by the Lender, together with cash and fully liquid cash equivalents on the Company’s balance sheet as of the Closing, will be sufficient to pay the Merger Consideration (as defined in the Merger Agreement) and all expenses of Parent, the FP Investor, the HK Investor and the Co-Investors. (h) Parent has no current plan or intention to reacquire any of the FP Shares, the HK Shares or the Co-Investor Shares. Parent will not cause any action to be taken or fail to take any action that is reasonably likely to prevent the stock issuances to the Co-Investors and the HK Investor contemplated by this AgreementAgreement from qualifying as tax-free exchanges under Section 351 of the Code; provided, other than such Consents thathowever, if that Parent shall not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under prohibited from taking any action that is permitted by this Agreement or any other agreement referenced herein. (i) Parent (i) is an “accredited investor” within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to consummate the Securities Act, (ii) is experienced in evaluating and investing in private placement transactions contemplated by this Agreementof securities of companies in a similar stage of development and acknowledges that he is able to fend for itself, can bear the economic risk of its investment in the Company, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Subject Shares and can afford a complete loss of its investment, (iii) understands that no public market will exist for the Subject Shares and there is no assurance that a pubic market will ever exist for the Subject Shares and (iv) understands that the Subject Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Subject Shares or an available exemption from registration under the Securities Act, the Subject Shares must be held indefinitely.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder Stockholder as follows: Parent has all necessary requisite corporate or other applicable power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated by this Agreement. The Management Board of Parent has adopted resolutions approving the execution, execution and delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn. No other corporate action (including any shareholder vote or other action) on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement Parent has been duly executed and delivered by Parent this Agreement, and, assuming due authorization (in this Agreement constitutes the case legal, valid and binding obligation of each Shareholder that is not a natural person)of the other parties hereto, execution and delivery hereof by each Shareholder, this Agreement constitutes a the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery by Parent of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by Parent with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent under, (i) the Restated Corporate Statutes of Parent, (ii) any Contract to which Parent is a party or otherwise applicable to Parent or the properties or assets of Parent or (iii) subject to the Bankruptcy governmental filings and Equity Exceptionother matters referred to in the following sentence, any Judgment or Applicable Law, in each case applicable to Parent or the properties or assets of Parent. Neither No Consent of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, nor performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other comparable charter or organizational documents of Parent or (ii) (x) violate any Law or Judgment applicable to Parent or any of its Subsidiaries or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries are a party or accelerate Parent’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Consent is necessary for the execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or reports under Sections 13(d) and 16 of the Exchange Act as may be required in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations under connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby.