Common use of The Transactions Clause in Contracts

The Transactions. On the terms and subject to the conditions set forth in this Agreement and in accordance with the MGCL and the MLLCA, as applicable: (a) at the Company Merger Effective Time, Company Merger Sub shall merge with and into the Company, the separate corporate existence of Company Merger Sub shall cease and the Company shall be the surviving corporation (the “Company Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Company Holdco; (b) immediately following the Company Merger, at the LLC Conversion Effective Time, the Company Merger Surviving Corporation shall be converted into a Maryland limited liability company (the “Company LLC”); (c) immediately following the LLC Conversion, at the First Parent Merger Effective Time, First Parent Merger Sub shall merge with and into Company Holdco, the separate corporate existence of First Parent Merger Sub shall cease and Company Holdco shall be the surviving corporation in the First Parent Merger (the “First Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Second Parent Merger Sub; and (d) immediately following the First Parent Merger, at the Second Parent Merger Effective Time, the First Parent Merger Surviving Corporation shall merge with and into Second Parent Merger Sub, the separate corporate existence of the First Parent Merger Surviving Corporation shall cease and Second Parent Merger Sub shall be the surviving corporation in the Second Parent Merger (the “Second Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Parent.

The Transactions. On the terms and subject (i) Immediately prior to the conditions set forth in this Agreement consummation of the Sub Three Merger (referred to below), TCDI shall be merged (the "GREAT LAKE MERGER") with and into Insilco Sub Three in accordance with the MGCL and the MLLCAGeneral Corporation Law of Delaware ("DELAWARE LAW"), as applicable: (a) at the Company Merger Effective Time, Company Merger Sub shall merge with and into the Company, whereupon the separate corporate existence of Company Merger TCDI shall cease, and Insilco Sub shall cease and the Company Three shall be the surviving corporation (the “Company "GREAT LAKE SURVIVING CORPORATION"); (ii) Pursuant to the Great Lake Merger, the Great Lake Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of TCDI and Insilco Sub Three, all as provided under Delaware Law; (iii) Pursuant to the Great Lake Merger: (A) each TCDI share held by TCDI as treasury stock or owned by Insilco Sub Three or any subsidiary of Insilco Sub Three immediately prior to the effective time of the Great Lake Merger shall be canceled, and no payment shall be made with respect thereto; (B) each Insilco Sub Three Share outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Great Lake Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Great Lake Surviving Corporation”; and (C) each TCDI share outstanding immediately prior to the Effective Time shall be cancelled and a direct wholly owned Subsidiary no payment shall be made with respect thereto. (A) The certificate of Company Holdcoincorporation of Insilco Sub Three in effect at the effective time of the Great Lake Merger shall be the certificate of incorporation of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (B) The bylaws of Insilco Sub Three in effect at the effective time of the Great Lake Merger shall be the bylaws of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (C) The directors of TCDI at the effective time of the Great Lake Merger shall be the directors of the Great Lake Surviving Corporation, and the officers of TCDI at the effective time of the Great Lake Merger shall be the officers of the Great Lake Surviving Corporation; (b) immediately following At the Company Merger, at the LLC Conversion Effective Time, which shall occur immediately prior to the Company Closing: (i) Merger Surviving Corporation Sub One shall be converted into a Maryland limited liability company merged (the “Company LLC”); (c"SUB ONE MERGER") immediately following the LLC Conversion, at the First Parent Merger Effective Time, First Parent Merger Sub shall merge with and into Company HoldcoInsilco Sub One in accordance with the Wisconsin Business Corporation Law ("WISCONSIN LAW"), whereupon the separate corporate existence of First Parent Merger Sub One shall cease cease, and Company Holdco Insilco Sub One shall be the surviving corporation in the First Parent Merger (the “First Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Second Parent Merger Sub; and"SUB ONE SURVIVING CORPORATION"); (dii) immediately following Insilco Sub Two shall be merged (the First Parent Merger, at the Second Parent Merger Effective Time, the First Parent Merger Surviving Corporation shall merge "SUB TWO MERGER") with and into Second Parent Merger SubSub Two in accordance with Delaware Law, whereupon the separate corporate existence of the First Parent Merger Surviving Corporation Insilco Sub Two shall cease cease, and Second Parent Merger Sub Two shall be the surviving corporation in the Second Parent Merger (the “Second Parent "SUB TWO SURVIVING CORPORATION"); (iii) Merger Sub Three shall be merged with and into Insilco Sub Three in accordance with Delaware Law, whereupon the separate existence of Merger Sub Three shall cease, and Insilco Sub Three shall be the surviving corporation (the "SUB THREE MERGER" and, together with the Sub One Merger and the Sub Two Merger, the "MERGERS"); and (c) As soon as practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Mergers: (i) Insilco Sub One and 10 Merger Sub One will file a certificate of merger with the Secretary of State of the State of Wisconsin and make all other filings or recordings required by Wisconsin Law in connection with the Merger and (ii) each of Insilco Sub Two and Merger Sub Two and Insilco Sub Three and Merger Sub Three will file a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Sub Two Merger and the Sub Three Merger. The Mergers shall become effective concurrently at such time as the certificates of merger with respect to each of the Mergers have been duly filed with the Secretary of State of the State of Wisconsin or the State of Delaware, as the case may be, or at such later time as is specified in each of the certificates of merger (as to each such Merger, the "EFFECTIVE TIME"). (d) From and after the Effective Time: (i) pursuant to the Sub One Merger, the Sub One Surviving Corporation”Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub One and Merger Sub One, all as provided under Wisconsin Law; (ii) pursuant to the Sub Two Merger, the Sub Two Surviving Corporation shall possess all the rights, privileges, powers and a direct wholly owned Subsidiary franchises and be subject to all of Parentthe restrictions, disabilities and duties of Insilco Sub Two and Merger Sub Two, all as provided under Delaware Law; and (iii) pursuant to the Sub Three Merger, the Sub Three Surviving corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub Three and Merger Sub Three, all as provided under Delaware Law.

The Transactions. On (a) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement Agreement, and in accordance with the MGCL and the MLLCADGCL, as applicable: (a) at the Company Merger Initial Effective Time, Company Merger Sub 1 shall merge be merged with and into the Company, whereupon the separate corporate existence of Company Merger Sub shall 1 will cease and with the Company shall be surviving the surviving corporation First Merger (the “Company Merger Surviving Corporation”) and such that, following the First Merger, the Company will be a direct wholly owned Subsidiary subsidiary of Company Holdco;HoldCo. The First Merger shall have the effects provided in this Agreement and as specified in the DGCL. (b) immediately following Upon the Company Mergerterms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and the DLLCA, at the LLC Conversion Effective Time, the Company Merger Surviving Corporation shall be converted into to a Maryland Delaware limited liability company (the “Company LLC”);. (c) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub 2 shall be merged with and into HoldCo, whereupon the separate existence of Merger Sub 2 will cease with HoldCo surviving the Second Merger such that, following the Second Merger, the HoldCo Surviving Corporation will be a direct wholly owned subsidiary of Parent. The Second Merger shall have the effects provided in this Agreement and as specified in the DGCL. (d) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and DLLCA, immediately following the LLC Conversion, at the First Parent Merger Effective Time, First Parent Merger Sub the HoldCo Surviving Corporation shall merge be merged with and into Company HoldcoMerger Sub 3, whereupon the separate corporate existence of First Parent the HoldCo Surviving Corporation will cease with Merger Sub shall cease and Company Holdco shall be 3 surviving the surviving corporation in the First Parent Third Merger (the “First Parent Merger HoldCo Surviving CorporationCompany”) and such that, immediately following the Third Merger, the HoldCo Surviving Company will be a direct wholly owned Subsidiary subsidiary of Second Parent Parent. The Third Merger Sub; and (d) immediately following shall have the First Parent Merger, at the Second Parent Merger Effective Time, the First Parent Merger Surviving Corporation shall merge with effects provided in this Agreement and into Second Parent Merger Sub, the separate corporate existence of the First Parent Merger Surviving Corporation shall cease and Second Parent Merger Sub shall be the surviving corporation as specified in the Second Parent Merger (DGCL and the “Second Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of ParentDLLCA.

The Transactions. On the terms and subject The Company agrees that it shall, as soon as reasonably practical, apply to the conditions set forth Supreme Court of British Columbia (the "Court") pursuant to Section 252 of the BC Company Act for an interim order in this Agreement form and in accordance with substance reasonably satisfactory to both the MGCL Company and Cubist (the "Interim Order") providing for, among other things, the calling and holding of a special meeting of the Shareholders, and of holders of Company Options, Company Warrants and Company Convertible Debentures (the "Company Shareholder Meeting") for the purpose of considering and, if deemed advisable, approving a plan of arrangement involving Cubist, Acquisition Sub and the MLLCACompany, substantially in the form attached hereto as applicableEXHIBIT A (the "Arrangement" or "Plan of Arrangement"), the principal terms of which include: (a) at the Company Merger Effective Timedescription and authorization of a class of shares of Acquisition Sub that will have the rights, Company Merger Sub shall merge with privileges and into restrictions, and be subject to the Companyconditions, set forth in APPENDIX A to the separate corporate existence Plan of Company Merger Sub shall cease and the Company shall be the surviving corporation (the “Company Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Company HoldcoArrangement; (b) an exchange of shares whereby each Company Share issued and outstanding immediately following prior to the Effective Time (excluding shares held by Shareholders who perfect their statutory dissenters' rights as provided in Article 3 of the Plan of Arrangement) shall, automatically and without any further action on the part of the Shareholders, be deemed to be transferred at the Effective Time to the Acquisition Sub in exchange for (i) that number of Exchangeable Shares of Acquisition Sub as shall be equal to the Exchange Ratio or (ii) that number of shares of Cubist Common Stock as shall be equal to the Exchange Ratio, whichever of (i) or (ii) shall be elected by the holder of such Company Share prior to the Company MergerShareholder Meeting, whereupon (after giving effect to the transfer at the LLC Conversion Effective Time of all Company Shares issued and outstanding immediately prior to the Effective Time, ) the Company Merger Surviving Corporation shall be converted into become a Maryland limited liability company (the “Company LLC”)wholly owned subsidiary of Acquisition Sub; (c) immediately following the LLC Conversion, assumption by Cubist of each Company Option outstanding at the First Parent Merger Effective TimeTime (and any related stock option plan) (excluding those held by dissenters who perfect their rights of dissent in accordance with Article 3 of the Plan of Arrangement) and the conversion of each such Company Option into an option (each, First Parent Merger Sub shall merge a "Replacement Option") to purchase a number of shares of Cubist Common Stock determined by multiplying the number of Company Shares subject to such Company Option by the Exchange Ratio (and rounding the result down to the nearest whole share), each such Replacement Option (I) to have an exercise price per share equal to quotient obtained by dividing (1) the exercise price per share in effect at the Effective Time of the Company Option of which such Replacement Option is a replacement, by (2) the Exchange Ratio (and rounding the result up to the nearest whole cent), and (II) to have the same vesting, expiration and other terms as such Company Option, all in accordance with the terms of the stock option plan and into stock option agreement governing such Company HoldcoOption (PROVIDED that in the event that a holder holds more than one Company Option, all of such Company Options, as well as the separate corporate existence total number of First Parent Merger Sub shall cease and Company Holdco Shares subject to all of such Company Options, shall be aggregated for purposes of implementing the surviving corporation assumption and conversion provisions of this Section 1.1(c)); (d) the assumption by Cubist of each Company Warrant outstanding at the Effective Time (excluding those held by dissenters who perfect their rights of dissent in accordance with Article 3 of the Plan of Arrangement) and the conversion of each such Company Warrant into a warrant (each, a "Replacement Warrant") to purchase a number of shares of Cubist Common Stock determined by multiplying the number of Company Shares subject to such Company Warrant by the Exchange Ratio (and rounding the result down to the nearest whole share), each such Replacement Warrant (I) to have an exercise price per share equal to quotient obtained by dividing (1) the exercise price per share in effect at the Effective Time of the Company Warrant of which such Replacement Warrant is a replacement, by (2) the Exchange Ratio (and rounding the result up to the nearest whole cent), and (II) to have the same expiration and other terms as such Company Warrant, all in accordance with the terms of the warrant instrument or warrant agreement governing such Company Warrant (PROVIDED that in the First Parent Merger event that a holder holds more than one Company Warrant, all of such Company Warrants, as well as the total number of Company Shares subject to all of such Company Warrants, shall be aggregated for purposes of implementing the assumption and conversion provisions of this Section 1.1(d)); (e) the “First Parent Merger Surviving Corporation”assumption by Cubist of each Company Convertible Debenture outstanding at the Effective Time (excluding those held by dissenters who perfect their rights of dissent in accordance with Article 3 of the Plan of Arrangement) and the conversion of each such Company Convertible Debenture into a direct wholly owned Subsidiary debenture (each, a "Replacement Convertible Debenture") convertible into a number of Second Parent Merger Subshares of Cubist Common Stock determined by multiplying the number of Company Shares into which such Company Convertible Debenture is convertible by the Exchange Ratio (and rounding the result down to the nearest whole share), each such Replacement Convertible Debenture (I) to have a conversion price per share equal to quotient obtained by dividing (1) the conversion price per share in effect at the Effective Time of the Company Convertible Debenture of which such Replacement Convertible Debenture is a replacement, by (2) the Exchange Ratio (and rounding the result up to the nearest whole cent), and (II) to have the same expiration and other terms as such Company Convertible Debenture, all in accordance with the terms of the instrument or agreement governing such Company Convertible Debenture (PROVIDED that in the event that a holder holds more than one Company Convertible Debenture, all of such Company Convertible Debentures, as well as the total number of Company Shares into which all of such Company Convertible Debentures are convertible, shall be aggregated for purposes of implementing the assumption and conversion provisions of this Section 1.1(e)); and (df) a cap in the maximum aggregate number of shares of Cubist Common Stock and Exchangeable Shares to be issued in exchange for all Company Shares issued and outstanding immediately following prior to the First Parent Merger, at the Second Parent Merger Effective Time, upon exercise of any and all vested and unvested Replacement Options and Replacement Warrants and upon conversion of any and all Replacement Convertible Debentures, equal to the First Parent Merger Surviving Corporation Aggregate Number of Consideration Shares. No adjustment shall merge with be made in the aggregate number of shares of Cubist Common Stock and into Second Parent Merger SubExchangeable Shares issued or issuable pursuant to the Plan of Arrangement as a result of any consideration (in any form whatsoever) received by the Company from the date hereof to the Effective Time as a result of any exercise, the separate corporate existence conversion or exchange of Company Options, Company Warrants or Company Convertible Debentures. The foregoing is only a summary of the First Parent Merger Surviving Corporation shall cease Acquisition to be effected by the Plan of Arrangement. The terms, conditions and Second Parent Merger Sub shall be procedures for accomplishing the surviving corporation exchange of shares are set forth in the Second Parent Merger (Plan of Arrangement and the “Second Parent Merger Surviving Corporation”) Appendices thereto and a direct wholly owned Subsidiary of Parentthe foregoing is qualified by reference thereto.

The Transactions. On (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the First Effective Time, Merger Sub One shall be merged with and into OfficeMax (the “First Merger”) and the separate corporate existence of Merger Sub One shall cease, and OfficeMax shall be the surviving corporation in the First Merger (“OfficeMax Surviving Corporation”) and shall become a wholly owned subsidiary of Mapleby Holdco. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), at the Conversion Effective Time, OfficeMax Surviving Corporation shall be converted into a Delaware limited liability company (“OfficeMax Converted LLC”) in accordance with Section 266 of the DGCL and Section 18-214 of the DLLCA (the “LLC Conversion”). (c) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Second Effective Time, Merger Sub Two shall be merged with and into Mapleby Holdco (the “Second Merger”) and the separate corporate existence of Merger Sub Two shall cease, and Mapleby Holdco shall be the surviving corporation in the Second Merger (“Mapleby Holdco Surviving Corporation”) and shall become a wholly owned subsidiary of Office Depot. (d) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the MGCL DGCL and the MLLCADLLCA, as applicable: (a) at the Company Merger Effective Time, Company Merger Sub Mapleby Holdco Surviving Corporation shall merge be merged with and into Merger Sub Three (the Company“Third Merger” and, together with the First Merger, the LLC Conversion and the Second Merger, the “Transactions”) and the separate corporate existence of Company Mapleby Holdco Surviving Corporation shall cease, and Merger Sub shall cease and the Company Three shall be the surviving corporation limited liability company in the Third Merger (the “Company Merger OfficeMax Surviving CorporationLLC”) and shall be a direct wholly owned Subsidiary subsidiary of Company Holdco; (b) immediately following the Company Merger, at the LLC Conversion Effective Time, the Company Merger Surviving Corporation shall be converted into a Maryland limited liability company (the “Company LLC”); (c) immediately following the LLC Conversion, at the First Parent Merger Effective Time, First Parent Merger Sub shall merge with and into Company Holdco, the separate corporate existence of First Parent Merger Sub shall cease and Company Holdco shall be the surviving corporation in the First Parent Merger (the “First Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Second Parent Merger Sub; and (d) immediately following the First Parent Merger, at the Second Parent Merger Effective Time, the First Parent Merger Surviving Corporation shall merge with and into Second Parent Merger Sub, the separate corporate existence of the First Parent Merger Surviving Corporation shall cease and Second Parent Merger Sub shall be the surviving corporation in the Second Parent Merger (the “Second Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of ParentOffice Depot.

The Transactions. On (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is an uncommitted facility and Purchaser shall have no obligation to enter into any Transactions hereunder. (b) Subject to the terms and conditions of the Program Documents, Purchaser may enter into Transactions provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price and (b) the Asset Base. (c) With respect to the purchase of any Eligible Mortgage Loans, Seller shall deliver, no later than 11:00 a.m. (New York City time) two (2) Business Days prior to the proposed Purchase Date (the date on which such notice is so given, the “Notice Date”; provided that if such notice is given after 11:00 a.m. (New York City time) two (2) Business Days prior to the proposed Purchase Date, the Notice Date shall be deemed to be the next succeeding Business Day and the proposed Purchase Date shall be no earlier than two (2) Business Days after the date on which such notice is given), the following: (i) a Seller Mortgage Loan Schedule, (ii) a Transaction Notice to Purchaser; and (iii) the complete Mortgage Files to Custodian for each Mortgage Loan subject to the such Transaction. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c), Purchaser shall, assuming there has been a Confirmation issued and assuming all conditions precedent set forth in this Agreement Section 3 and in Sections 10(a) and (b) have been met, and provided no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date purchase the Eligible Mortgage Loans included in the related Transaction Notice by transferring the Purchase Price (net of any fees and expense then due and payable by Seller to Purchaser pursuant to the Agreement) in accordance with the MGCL following wire instructions or as otherwise provided: Receiving Bank: Bank of New York Mellon ABA#: ▇▇▇-▇▇▇-▇▇▇ DDA#: GLA 111569 WVI Account Name: BBPLC NY Branch Whole Loans Warehouse Reference: Two Harbor Warehouse Attention: Whole Loan Operations/▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ (e) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, Seller shall pay to Purchaser the Price Differential then due and payable for (x) all outstanding Transactions and (y) Purchased Assets for which Purchaser has received the related Repurchase Price (other than Price Differential) pursuant to Section 3(f). (f) With respect to a Transaction, upon the Repurchase Date, Seller shall pay to Purchaser the related Repurchase Price together with any other Obligations then due and payable, and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly to Purchaser. (g) If Agent determines in its sole discretion that any Change in Law or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on Purchaser’s capital or on the capital of any Affiliate of Purchaser under this Agreement as a consequence of such Change in Law or change in accounting rules, then from time to ▇▇▇▇ ▇▇▇▇▇▇ will compensate Purchaser for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser. Further, if due to the introduction of, any change in, or the compliance by Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to Purchaser in engaging in the present or any future Transactions, then Seller shall, from time to time and upon demand by Purchaser, compensate Purchaser for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. Purchaser shall provide Seller with notice as to any such Change in Law, change in accounting rules or change in compliance 30 days prior to the implementation of any charge or costs due under this Section 3(g). (h) Seller shall indemnify the Purchaser and hold the Purchaser harmless from any losses, costs and/or expenses which the Purchaser may sustain or incur as a result of Seller terminating any Transaction on or before a Repurchase Date arising from the reemployment of funds obtained by the Purchaser hereunder or from actual out of pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”). The Agent shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the MLLCA, as applicable: (a) at the Company Merger Effective Time, Company Merger Sub shall merge with and into the Company, the separate corporate existence method of Company Merger Sub shall cease and the Company its calculation shall be the surviving corporation (the “Company Merger Surviving Corporation”) adequate and a direct wholly owned Subsidiary of Company Holdco; (b) immediately following the Company Merger, at the LLC Conversion Effective Time, the Company Merger Surviving Corporation shall be converted into a Maryland limited liability company (the “Company LLC”); (cconclusive and binding upon Seller, absent manifest error. The provisions of this Section 3(h) immediately following the LLC Conversion, at the First Parent Merger Effective Time, First Parent Merger Sub shall merge with and into Company Holdco, the separate corporate existence survive termination of First Parent Merger Sub shall cease and Company Holdco shall be the surviving corporation in the First Parent Merger (the “First Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Second Parent Merger Sub; and (d) immediately following the First Parent Merger, at the Second Parent Merger Effective Time, the First Parent Merger Surviving Corporation shall merge with and into Second Parent Merger Sub, the separate corporate existence of the First Parent Merger Surviving Corporation shall cease and Second Parent Merger Sub shall be the surviving corporation in the Second Parent Merger (the “Second Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Parentthis Agreement.

The Transactions. On Such Executing Stockholder has reviewed and understands the terms and conditions of this Agreement including: (i) the waiver and indemnification provisions set forth herein; that the Aggregate Merger Consideration payable herein is subject to the conditions set forth in this Agreement offset of funds related to indemnity obligations, and in accordance with such offset provisions are fair and reasonable to the MGCL Company and the MLLCA, as applicable:Company’s Stockholders. (aii) at that all of the Company Merger Effective Time, Company Merger Sub shall merge with and into the Company, the separate corporate existence of Company Merger Sub shall cease and the Company shall be the surviving corporation (the “Company Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Company Holdco; (b) immediately following the Company Merger, at the LLC Conversion Effective Time, the Company Merger Surviving Corporation Preferred Stock shall be converted into the Company Common Stock (at the conversion rate contemplated in the Certificate of Incorporation of the Company (being 1:1), immediately prior to the Closing Date, and to the extent such Executing Stockholder, as of the date of this Agreement, is a Maryland limited liability company (holder of Company Preferred Stock, also understands the “effect of the conversion on the allocation of the Aggregate Merger Consideration between the Company LLC”)Stockholders; (ciii) immediately following that, as contemplated in the LLC ConversionMerger Agreement, the Stockholder Representatives being appointed and authorized as true and lawful attorney-in-fact and agents to act in the name, place and stead of the Executing Stockholder in accordance with this Agreement; (iv) that (A) any and all rights, including, without limitation, rights of first refusal, preemptive rights, drag-along rights, registration rights and information rights, if any, under the Company Series A Agreements, be, and they hereby are, waived, such waiver to be effective at the First Parent Merger Effective TimeClosing, First Parent Merger Sub and (B) the Company Series A Agreements are hereby terminated and shall merge with be of no further force and into effect, effective at the Closing; (v) that any and all rights that it has to the appoint any director or observer to the Board of Directors of the Company Holdcoor any of its subsidiaries will terminate as of the Closing; (vi) that the Executing Stockholder hereby waives any and all notice that is, was or may be required by the DGCL, the separate corporate existence Certificate of First Parent Merger Sub shall cease Incorporation of the Company and the Bylaws of the Company Holdco shall be or otherwise, including without limitation in any agreement between the surviving corporation undersigned and the Company in connection with such Executing Stockholder approval of the First Parent Merger (the “First Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Second Parent Merger Sub; and (d) immediately following the First Parent Merger, at the Second Parent Merger Effective TimeAgreement, the First Parent Merger Surviving Corporation shall merge with and into Second Parent Merger Sub, Ancillary Agreements or the separate corporate existence of the First Parent Merger Surviving Corporation shall cease and Second Parent Merger Sub shall be the surviving corporation in the Second Parent Merger (the “Second Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Parent.transactions contemplated hereby or thereby;

The Transactions. On (a) Upon the terms and subject to the conditions set forth in this Agreement Article II and in accordance with the MGCL Cayman Companies Act, on the SPAC Merger Date at the SPAC Merger Effective Time, SPAC, being a constituent party for the purpose of the Cayman Companies Act, shall be merged with and into Cayman Merger Sub, being a constituent party for the purpose of the Cayman Companies Act. As a result of and following the SPAC Merger, (i) the separate corporate existence of SPAC shall cease, (ii) Cayman Merger Sub shall continue as the surviving company (for the purposes of the Cayman Companies Act) of the SPAC Merger as a wholly owned Subsidiary of Holdings (provided that references to SPAC or Cayman Merger Sub herein for periods after the SPAC Merger Effective Time shall include the SPAC Surviving Company), and (iii) Cayman Merger Sub shall become the sole owner of all of the issued and outstanding BVI Merger Sub Common Shares. (b) Upon the terms and subject to the conditions set forth in this Article II, on the SPAC Merger Date at the SPAC Merger Effective Time and concurrently with the consummation of the SPAC Merger, Holdings shall redeem each Holdings Common Share issued and outstanding immediately prior to the SPAC Merger (all of which are and shall be at the SPAC Merger Effective Time directly held by the Company) for par value. The Company, by execution of this Agreement, provides its written consent to such redemption for the purposes of the BVI Companies Act (the “Company Redemption Consent”). (c) Upon the terms and subject to the conditions set forth in this Article II and in Article VIII, following the SPAC Merger Date, on or prior to the Closing Date and prior to the Company Merger Effective Time, Cayman Merger Sub shall distribute, transfer, convey, assign and deliver to Holdings, as the sole shareholder of Cayman Merger Sub, and Holdings shall accept and acquire, all of the BVI Merger Sub Common Shares. (d) Upon the terms and subject to the conditions set forth in this Article II and in Article VIII and the MLLCA, as applicableCompany Transaction Support Agreement on the Closing Date and concurrently with the consummation of the Company Merger at the Company Merger Effective Time: (ai) the Company Convertible Notes, other than any Company Exchangeable Notes, shall convert into the right to receive Holdings Common Shares A as if such Company Convertible Notes had first converted into Company Common Shares A in connection with a “SPAC Transaction” as defined in and in accordance with Section 2.3 of the terms of such Company Convertible Notes immediately prior to the Company Merger Effective Time (the hypothetical conversion of such Company Convertible Notes into Company Common Shares A, the “Hypothetical Convertible Note Conversion”) and immediately thereafter each such Company Common Share A was canceled, extinguished and converted into the right to receive a number of Holdings Common Shares A equal to the Exchange Ratio; and (ii) each Company Exchangeable Note shall be exchanged for the number of Holdings Common Shares A issuable in exchange therefor in connection with a “De-SPAC Completion Exchange” as defined in and in accordance with the terms of such Company Exchangeable Note (the conversion or exchange of such Company Convertible Notes directly into Holdings Common Shares A pursuant to this Section 2.01(d), the “Convertible Note Conversion”). As a result of the Convertible Note Conversion and in accordance with the terms of the Company Convertible Notes and the Company Transaction Support Agreement, the Company Convertible Notes shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each former holder of Company Convertible Notes shall thereafter cease to have any rights with respect to such Company Convertible Notes (including any rights to acquire Company Shares upon conversion or exchange thereof). (e) Upon the terms and subject to the conditions set forth in this Article II and in Article VIII and in accordance with the Subscription Agreements, on the Closing Date and prior to or substantially concurrent with the consummation of the Company Merger and the Company Merger Effective Time, Holdings will consummate the Private Placements. (f) Upon the terms and subject to the conditions set forth in this Article II and in Article VIII and in accordance with the BVI Companies Act, on the Closing Date at the Company Merger Effective Time, Company BVI Merger Sub Sub, being a constituent party for the purpose of the BVI Companies Act, shall merge be merged with and into the Company, being a constituent party for the separate corporate existence purpose of Company Merger Sub shall cease and the Company shall be the surviving corporation (the “Company Merger Surviving Corporation”) and BVI Companies Act. As a direct wholly owned Subsidiary result of Company Holdco; (b) immediately following the Company Merger, at the LLC Conversion Effective Time, the Company Merger Surviving Corporation shall be converted into a Maryland limited liability company (the “Company LLC”); (c) immediately following the LLC Conversion, at the First Parent Merger Effective Time, First Parent Merger Sub shall merge with and into Company Holdco, the separate corporate existence of First Parent BVI Merger Sub shall cease cease, and the Company Holdco shall be continue as the surviving corporation in company (for the First Parent purposes of the BVI Companies Act) of the Company Merger (the “First Parent Merger Surviving Corporation”) and as a direct wholly owned Subsidiary of Second Parent Holdings (provided that references to the Company or BVI Merger Sub; andSub herein for periods after the Company Merger Effective Time shall include the Company Surviving Company). (dg) immediately following Upon the First Parent Mergerterms and subject to the conditions set forth in this Article II and in Article VIII, on the Closing Date at the Second Parent Company Merger Effective Time, in accordance with the First Parent Holdings A&R Articles, each Holdings Common Share B that is outstanding immediately prior to the Company Merger Surviving Corporation Effective Time shall merge with be converted, on a one-for-one basis, into one Holdings Common Share A. (h) At or prior to the SPAC Merger Effective Time and into Second Parent the Company Merger SubEffective Time (as applicable), the separate corporate existence of parties hereto and their respective boards, as applicable, shall adopt any resolutions and take any similar actions that are necessary to effectuate the First Parent Merger Surviving Corporation shall cease and Second Parent Merger Sub shall be the surviving corporation in the Second Parent Merger (the “Second Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of ParentTransactions.

The Transactions. On (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Initial Effective Time, Merger Sub 1 shall be merged with and into the Company (the “First Merger”) and the separate corporate existence of Merger Sub 1 shall cease, and the Company shall be the surviving corporation in the First Merger (“Verona Surviving Company”) and shall become a wholly owned subsidiary of Holdco. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), at the Conversion Effective Time, Verona Surviving Company shall be converted into a Delaware limited liability company (“Verona Converted LLC”) in accordance with Section 266 of the DGCL and Section 18-214 of the DLLCA (the “LLC Conversion”). (c) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Closing Effective Time, Merger Sub 2 shall be merged with and into Holdco (the “Second Merger”) and the separate corporate existence of Merger Sub 2 shall cease, and Holdco shall be the surviving corporation in the Second Merger (“Holdco Surviving Company”) and shall become a wholly owned subsidiary of Parent. (d) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the MGCL DGCL and the MLLCADLLCA, as applicable: (a) at the Company Merger Last Effective Time, Holdco Surviving Company Merger Sub shall merge be merged with and into Merger Sub 3 (the Company“Third Merger” and, together with the First Merger, the LLC Conversion and the Second Merger, the “Transactions”) and the separate corporate existence of Holdco Surviving Company shall cease, and Merger Sub shall cease and the Company 3 shall be the surviving corporation limited liability company in the Third Merger (the “Company Merger Verona Surviving CorporationLLC”) and shall be a direct wholly owned Subsidiary of Company Holdco; (b) immediately following the Company Merger, at the LLC Conversion Effective Time, the Company Merger Surviving Corporation shall be converted into a Maryland limited liability company (the “Company LLC”); (c) immediately following the LLC Conversion, at the First Parent Merger Effective Time, First Parent Merger Sub shall merge with and into Company Holdco, the separate corporate existence of First Parent Merger Sub shall cease and Company Holdco shall be the surviving corporation in the First Parent Merger (the “First Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Second Parent Merger Sub; and (d) immediately following the First Parent Merger, at the Second Parent Merger Effective Time, the First Parent Merger Surviving Corporation shall merge with and into Second Parent Merger Sub, the separate corporate existence of the First Parent Merger Surviving Corporation shall cease and Second Parent Merger Sub shall be the surviving corporation in the Second Parent Merger (the “Second Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary subsidiary of Parent.

The Transactions. On Upon the terms and subject to the conditions set forth in this Agreement and Agreement, at the Closing the following events shall occur in accordance with the MGCL and following order (such transactions, collectively, the MLLCA, as applicable:“Closing Transactions”): (a) first, (i) TAO Holdings shall redeem from ▇▇▇▇▇▇▇ and Tepperberg all limited liability company interests in TAO Holdings held by ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ as set forth in Exhibit F and in exchange, distribute to ▇▇▇▇▇▇▇ and Tepperberg all right, title and interest in the number of Interests as set forth in Exhibit F, free and clear of all Liens and (ii) TAO Holdings shall redeem from TG Rollover Holdco the number of limited liability company interests in TAO Holdings as set forth in Exhibit F and, in exchange, distribute to TG Rollover Holdco all right, title and interest in the number of Interests as set forth in Exhibit F, free and clear of all Liens (the “TAO Holdings Redemption”); (b) second, immediately following the consummation of the TAO Holdings Redemption, TG Rollover Holdco shall redeem from each Rollover Seller all limited liability company interests in TG Rollover Holdco held by them as set forth in Exhibit G and, in exchange, distribute to such Rollover Sellers all right, title and interest in the number of Interests set forth in Exhibit G, free and clear of all Liens (the “TG Rollover Holdco Redemption”); (c) third, immediately following the consummation of the TG Rollover Holdco Redemption, the Rollover Sellers ((other than ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ Revocable Trust (collectively, the “▇▇▇▇▇▇▇ Members”), ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Revocable Trust (collectively, the “Tepperberg Members”) and Strategic Event Management & Marketing, Inc. and Strategic Management Services of Nevada Inc. (collectively, the “S/T Members”)) shall contribute to Rollover Aggregator, and Rollover Aggregator shall accept, all right, title and interest in the number of Interests set forth in Exhibit H, free and clear of all Liens, and in exchange each such Rollover Seller shall receive limited liability company interests in Rollover Aggregator with a percentage interest equal such to Rollover Seller’s Aggregator Percentage Interest, free and clear of all Liens (the “Aggregator Contribution”); (d) fourth, immediately following the consummation of the Aggregator Contribution, the ▇▇▇▇▇▇▇ Members, the Tepperberg Members, the S/T Members and Rollover Aggregator shall contribute to DB Holdings, and DB Holdings shall accept, all right, title and interest in the number of Interests set forth in Exhibit I (such Interests collectively, the “Rollover Interests”), free and clear of all Liens, and in exchange each of the ▇▇▇▇▇▇▇ Members, the Tepperberg Members, the S/T Members and Rollover Aggregator shall receive limited liability company interests in DB Holdings with a percentage interest equal to his or its DB Holdings Percentage Interest (the “DB Holdings Contribution”); (e) fifth, immediately following the consummation of the DB Holdings Contribution, DB Holdings shall contribute to Buyer, and Buyer shall accept, all right, title and interest in the Rollover Interests, free and clear of all Liens, (the “Buyer Contribution”); (f) sixth, only if the Debt Financing is funded at the Company Closing and Buyer has provided the Seller Representative with written notice at least one (1) day prior to a contemplated Closing that Buyer intends for the incurrence of the Debt Financing to take place at Closing (the “Debt Merger Notice”), then immediately following the Buyer Contribution, Debt Merger Sub shall incur the Debt Financing (and in the event that the Deficit Amount is not zero, Buyer shall contribute the Deficit Amount to Debt Merger Sub), it being understood and agreed that if (A) the Debt Merger Notice is not timely given or (B) the Closing is required to occur pursuant to Section 2.1 and the Debt Financing is not incurred at the Closing, then this Section 1.1(f) through 1.1(h) and Section 1.2 below, as well as all other references in this Agreement to the Cash Distribution Amount, Debt Distribution, Debt Financing, Debt Financing Proceeds, Debt Financing Sources, Debt Merger, Debt Merger Effective Time, Company Debt Merger Sub, Deficit Amount, and Debt Merger Surviving Company, as well as all definitions and provisions to the extent solely related to the Debt Financing or the Debt Merger, shall be deemed deleted from this Agreement, and all cross-references and section references within this Agreement shall be deemed to be appropriately revised to account for such deletions; (g) seventh, immediately following the incurrence of the Debt Financing, Debt Merger Sub shall merge with and into the Company in accordance with Section 1.3 below, with the Company surviving as the Debt Merger Surviving Company, and as a result of the separate corporate existence of Company Merger Sub shall cease and Debt Merger, the Company shall be receive the surviving corporation Debt Financing Proceeds (and the Deficit Amount, if any); (h) eighth, immediately following the Debt Merger, the Company shall (A) contribute to its applicable Subsidiaries a portion of Debt Financing Proceeds (and the Deficit Amount if any) in order for such Subsidiaries to make the payments described in Section 1.7(a)(iii) and Section 1.7(a)(iv) (in each case as set forth on the Payment Spreadsheet) and (B) pursuant to Section 1.7(a)(ii), distribute to the Sellers the Cash Distribution Amount based on each Seller’s Pro Rata Portion (the “Company Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Company Holdco; (b) immediately following the Company Merger, at the LLC Conversion Effective Time, the Company Merger Surviving Corporation shall be converted into a Maryland limited liability company (the “Company LLCDebt Distribution”); (ci) ninth, if the Debt Merger occurs, immediately following the LLC ConversionDebt Distribution, at or if the First Parent Debt Merger Effective Timedoes not occur, First Parent Merger Sub immediately following the Buyer Contribution, each Seller shall merge with sell and into Company Holdcotransfer to the Buyer, and the separate corporate existence Buyer shall purchase and acquire from each such Seller, all of First Parent Merger Sub shall cease such Seller’s right, title and Company Holdco shall be interest in and to the surviving corporation in Interests (other than the First Parent Merger Rollover Interests) (the “First Parent Merger Surviving CorporationTransferred Securities”), which Interests (together with the Rollover Interests) do and a direct wholly owned Subsidiary shall constitute all of Second Parent Merger Sub; andthe issued outstanding Interests of the Company, free and clear of all Liens. (dj) immediately following As consideration for the First Parent MergerTransferred Securities the Buyer shall pay, in the manner described herein, an amount equal to the Funded Closing Consideration plus the Sellers’ Representative Holdback Amount. For the avoidance of doubt, all of the transactions described in Sections 1.1(a) through 1.1(j) shall occur at the Second Parent Closing and the Closing shall be deemed to occur regardless of whether the Debt Merger Effective Timeis consummated. Except as otherwise expressly agreed in writing by the Sellers’ Representative and Buyer, and without affect to the ordering and timing of the effectiveness of the transactions in the manner set forth herein, none of the foregoing transactions in this Section 1.1 shall be effective as part of the Closing unless and until all of the transactions in this Section 1.1 are effected, and in the event Buyer fails to pay the Funded Closing Consideration in the manner described herein on the Closing Date, without limiting the remedies available to the Parties hereunder, the First Parent Merger Surviving Corporation Parties shall merge with and into Second Parent Merger Sub, unwind the separate corporate existence of the First Parent Merger Surviving Corporation shall cease and Second Parent Merger Sub shall be the surviving corporation in the Second Parent Merger (the “Second Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Parentforegoing transactions.