AGREEMENT AND PLAN OF MERGER by and among MACDONALD, DETTWILER AND ASSOCIATES LTD. SSL MDA HOLDINGS, INC. MERLIN MERGER SUB, INC. and DIGITALGLOBE, INC. dated as of February 24, 2017

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

by and among

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ AND ASSOCIATES LTD.

SSL MDA HOLDINGS, INC.

MERLIN MERGER SUB, INC.

and

DIGITALGLOBE, INC.

dated as of

February 24, 2017

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TABLE OF DEFINED TERMS

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 24, 2017, by and among DigitalGlobe, Inc., a Delaware corporation (the “Company”), ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and Associates Ltd., a corporation organized under the laws of British Columbia (“Parent”), SSL MDA Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merlin Holdco”) and Merlin Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Merlin Holdco (“Merger Sub”) (each of which entity is a “Party”, and collectively such entities are the “Parties”).

WHEREAS, the respective boards of directors of the Company, Parent, Merlin Holdco and Merger Sub have approved and declared advisable this Agreement and the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation in such merger as an indirect wholly owned subsidiary of Parent (the “Merger”), on the terms and subject to the conditions provided for in this Agreement; and

WHEREAS, Parent, Merlin Holdco, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained, the Parties agree as follows:

ARTICLE I
THE MERGER

Section 1.1                                    The Merger.  Upon the terms and subject to conditions of this Agreement and in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company to effectuate the Merger. Upon the Merger, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).  The Merger shall have the effects as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, upon the Merger, all the rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation and all the obligations, duties, debts and liabilities of the Company and Merger Sub shall be the obligations, duties, debts and liabilities of the Surviving Corporation.

Section 1.2                                    Effective Time.  Subject to the provisions of this Agreement, as promptly as practicable on the Closing Date, Merger Sub and the Company will cause an appropriate Certificate of Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware (the “Secretary of State”) in such form and executed as provided in the DGCL. The Merger shall become effective on the date and at the time when the Certificate of Merger has been duly filed with the Secretary of State or, subject to the DGCL, such later time as is agreed upon by the Parties and specified in the Certificate of Merger, and such time is hereinafter referred to as the “Effective Time.”

Section 1.3                                    Closing.  Unless this Agreement shall have been terminated and the transactions contemplated herein abandoned pursuant to Section 7.1 and subject to the

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satisfaction or waiver of the conditions set forth in Article VI, the closing of the Merger (the “Closing”) will take place at 9:00 a.m., Eastern Time, on a date to be specified by the Parties, which shall be no later than the fifth Business Day after satisfaction or waiver (by the Party entitled to waive the condition) of all of the conditions set forth in Article VI hereof (except for those conditions that by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions) (the “Closing Date”), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, unless another time, date and/or place is agreed to in writing by the Parties hereto.

Section 1.4                                    Certificate of Incorporation; Bylaws.  At the Effective Time, (a) the Amended and Restated Certificate of Incorporation of the Company shall be amended and restated to read in its entirety as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation, until thereafter duly amended as provided therein and by applicable Law, and (b) the bylaws of the Company as in effect immediately prior to the Effective Time shall be amended and restated to read in their entirety as set forth in Exhibit B and, as so amended and restated, shall be the bylaws of the Surviving Corporation, until thereafter duly amended as provided therein and by applicable Law.

Section 1.5                                    Directors and Officers of the Surviving Corporation; Directors of Parent and Merlin Holdco.

(a)                                 The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Certificate of Incorporation and Bylaws.

(b)                                 The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

(c)                                  At the Effective Time, the Parent Board shall appoint three (3) individuals as mutually agreed upon in good faith by the Company and Parent (each of whom must have been serving as a director of the Company Board as of the date hereof) and reasonably approved by the Nominating and Governance Committee of the Parent Board to serve, effective as of the Effective Time, on the Parent Board (the “Company Designees”). Parent shall take all actions necessary so that at the Effective Time, the number of directors that will comprise the full Parent Board will be not more than twelve (12), including the three Company Designees.

(d)                                 Effective as of the Effective Time, (i) the Parent Board shall have three committees, consisting of an Audit Committee, a Human Resources and Management Compensation Committee, and a Governance and Nominating Committee (collectively, the “Parent Board Committees”) and (ii) each Parent Board Committee shall include at least one of the Company Designees.

(e)                                  At the Effective Time, Parent shall cause Merlin Holdco to appoint two (2) individuals who are Company Designees as mutually agreed upon in good faith by the

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Company and Parent and reasonably approved by the Nominating and Governance Committee of the Parent Board to serve, effective as of the Effective Time, on the Board of Directors of Merlin Holdco, provided, however, that such Company Designees must qualify as an Outside Director (as defined in the Security Control Agreement) and satisfy the director requirements set forth in Section 3.01 of the Security Control Agreement.   Parent and Merlin Holdco shall take all actions necessary so that at the Effective Time, the number of directors that will comprise the full Board of Directors of Merlin Holdco will be not more than seven (7), including the two (2) Company Designees.

Section 1.6                                    Conversion of Capital Stock.

(a)                                 At the Effective Time, subject to the other provisions of this Article I and Section 2.1, each share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries and except for any Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive (i) cash in an amount equal to $17.50 (the “Cash Consideration”) and (ii) 0.3132 of a validly issued, fully paid and non-assessable Parent Common Share (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”).

(b)                                 At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Convertible Preferred Stock, each share of Series A convertible preferred stock, par value $0.001 per share, of the Company (“Company Convertible Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Company Convertible Preferred Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries and except for any Dissenting Shares) shall be converted into the right to receive the Merger Consideration that the holder thereof would have been entitled to receive had such holder, immediately prior to the Effective Time, converted such share of Company Convertible Preferred Stock into Company Common Stock pursuant to and in accordance with Section 3 of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Company.

(c)                                  All of the shares of Company Common Stock and Company Convertible Preferred Stock converted into the applicable Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of (i) a certificate (each a “Certificate”) previously representing any such shares of Company Common Stock or Company Convertible Preferred Stock or (ii) non-certificated shares of Company Common Stock or Company Convertible Preferred Stock represented by book-entry (“Book-Entry Shares”) shall thereafter cease to have any rights with respect to such securities, except the right to receive (A) the applicable Merger Consideration, (B) any dividends and other distributions in accordance with Section 2.1(c) hereof, and (C) any cash to be paid in lieu of any fractional Parent Common Shares in accordance with Section 2.1(e) hereof.

(d)                                 If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Parent or the Company shall occur by reason of any reclassification, recapitalization, stock split or

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combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, appropriate adjustments shall be made to the Cash Consideration and the Stock Consideration. Nothing in this Section 1.6(d) shall be construed to permit either Party to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

(e)                                  At the Effective Time, all shares of Company Capital Stock that are owned directly or indirectly (i) by the Company or any Company Subsidiary shall be cancelled and shall cease to exist and no stock of Parent, cash or other consideration shall be delivered in exchange therefor and (ii) by Parent or any of the Parent Subsidiaries shall be converted into and become one fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

(f)                                   Prior to the Closing, Merlin Holdco will transfer to Merger Sub an amount equal to the aggregate Cash Consideration required to be paid pursuant to Section 1.6(a) and Section 1.6(b) in consideration for the issuance by Merger Sub to Merlin Holdco of 1,000 shares of the common stock, par value $0.01 per share, of Merger Sub.

(g)                                  At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one share of preferred stock, par value $0.01 per share, of the Surviving Corporation having an aggregate redemption amount and fair market value equal to the aggregate fair market value of the converted Merger Sub common stock immediately prior to the Effective Time (such fair market values to be determined by the board of directors of Merlin Holdco in its discretion).

(h)                                 At the Effective Time, (i) in consideration for, and in order to cause and compensate Parent for, the issuance and delivery by Parent of the aggregate Stock Consideration required to be issued and delivered pursuant to Section 1.6(a) and Section 1.6(b), Merlin Holdco will issue to Parent 100,000 shares of the common stock, par value $0.01 per share, of Merlin Holdco (the “Merlin Holdco Compensatory Shares”), and (ii) in consideration for, and in order to cause and compensate Merlin Holdco for, the issuance by Merlin Holdco to Parent of the Merlin Holdco Compensatory Shares, the Surviving Corporation shall issue to Merlin Holdco 100,000 shares of the common stock, par value $0.01 per share, of the Surviving Corporation.

Section 1.7                                    Treatment of Company Equity Awards.

(a)                                 Stock Options.  At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock (each a “Company Option”) pursuant to any stock option plan, program or arrangement of the Company, including, without limitation, the Company’s 2007 Employee Stock Option Plan, the Earthwatch Incorporated 1999 Equity Incentive Plan, the GeoEye, Inc. 2010 Omnibus Incentive Plan, the 2006 Omnibus Stock and Performance Plan of Orbimage Holdings Inc., and award agreements granted under either such plan (collectively, the “Company Equity Plans”), which is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, shall be cancelled in exchange for the right to receive Option Consideration (subject to applicable Tax withholding or other amounts required by applicable Law to be withheld).  For the avoidance of doubt, if the

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Option Consideration for any Company Option is zero or a negative number, such Company Option will be cancelled at the Effective Time without any payment therefor.  For purposes of withholding Taxes and other amounts required by applicable Law to be withheld with respect to payments of the Option Consideration, applicable withholding on the Total Cash Consideration portion of such payment shall be taken from such portion of the Option Consideration, and applicable withholding on the Total Stock Consideration portion of such payment shall reduce the number of Parent Common Shares otherwise deliverable in payment of such portion of the Option Consideration (with a Parent Common Share valued at the Parent Closing Stock Value for purposes of determining the number of Parent Common Shares to so withhold).  Any fraction of a Parent Common Share payable with respect to a cancelled Company Option pursuant to this Section 1.7(a) shall be treated consistently with Section 2.1(e).  Parent shall pay (or shall cause the Surviving Corporation to pay) on the Closing Date the Option Consideration for those Company Options that are cancelled pursuant to this Section 1.7(a).

(b)                                 Company Performance-Based RSUs and Company Vested Time-Based RSUs.  At the Effective Time, each Company Performance-Based RSU (whether vested or unvested) outstanding immediately before the Effective Time, and each Company Vested Time-Based RSU that is outstanding immediately before the Effective Time, shall be cancelled in exchange for the right to receive (subject to applicable Tax withholding or other amounts required by applicable Law to be withheld) (i) an amount in cash equal to the product of (A) the Cash Consideration multiplied by (B) the total number of shares of Company Common Stock subject to such Company RSU, and (ii) a number of Parent Common Shares equal to the product of (A) the Stock Consideration multiplied by (B) the total number of shares of Company Common Stock subject to such Company RSU.  For purposes of withholding Taxes and other amounts required by applicable Law to be withheld with respect to the payments provided for in this Section 1.7(b), applicable withholding on the Cash Consideration portion of such payment shall be taken from such portion of the payment, and applicable withholding on the Stock Consideration portion of such payment shall reduce the number of Parent Common Shares otherwise deliverable in payment of such cancelled Company RSU with a Parent Common Share valued at the Parent Closing Stock Value for purposes of determining the number of Parent Common Shares to so withhold.  Any fraction of a Parent Common Share payable with respect to a cancelled Company RSU pursuant to this Section 1.7(b) shall be treated consistently with Section 2.1(e).  Parent shall pay (or shall cause the Surviving Corporation to pay) on the Closing Date the payments described in this Section 1.7(b).  In the case of a Company Performance-Based RSU subject, immediately prior to the Effective Time, to unsatisfied performance conditions for a performance period that includes the date on which the Effective Time occurs, for purposes of calculating the payments provided for by this Section 1.7(b) the number of shares of Company Common Stock subject to such Company RSU shall be determined as though such performance conditions were satisfied at the following level: (i) except as provided in clause (ii), at the applicable “target” level; and (ii) as to any such performance condition based on a relative total stockholder return measure, as though the applicable performance period ended with the trading day immediately preceding the date on which the Effective Time shall occur and using the Company Closing Stock Value as the value of the Company Common Stock at the end of such performance period for purposes of such performance determination.

(c)                                  Company Unvested Time-Based RSUs.  At the Effective Time, each Company Unvested Time-Based RSU that is outstanding immediately before the Effective Time

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shall automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by Parent (each, a “Converted RSU”).  Each Converted RSU shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Company RSU immediately before the Effective Time (including vesting conditions and dividend equivalent rights), except that: (i) the Converted RSU shall represent the right to receive (subject to applicable Tax withholding or other amounts required by applicable Law to be withheld) (A) an amount in cash equal to the product of (x) the Cash Consideration multiplied by (y) the total number of shares of Company Common Stock subject to such Company RSU (the “Converted RSU Cash Consideration”), and (B) a number of Parent Common Shares equal to the product of (x) the Stock Consideration multiplied by (y) the total number of shares of Company Common Stock subject to such Company RSU (“Converted RSU Parent Stock Consideration”); and (ii) each Converted RSU shall be deemed fully vested upon the Effective Time as to the Converted RSU Cash Consideration.  Parent shall pay (or shall cause the Surviving Corporation to pay) on the Closing Date the Converted RSU Cash Consideration with respect to the Converted RSUs.

(d)                                 Before the Effective Time, the Company shall deliver to the holders of the Company Options and Company RSUs a notice, in a form reasonably acceptable to Parent, describing the treatment of such awards in accordance with this Section 1.7.

(e)                                  Before the Effective Time, the Company shall adopt resolutions providing for the treatment of the Company Options and Company RSUs as provided in this Section 1.7.  At the Effective Time, Parent shall assume the Company Equity Plans, provided that all references to “Company” in the applicable Company Equity Plan and the documents governing the Converted RSUs after the Effective  Time will be deemed references to Parent, and the number of Parent Common Shares available for Converted RSU awards under the Company Equity Plans shall be determined by adjusting the number of shares of Company Common Stock available for such awards under the Company Equity Plans immediately before the Effective Time in accordance with Sections 1.7(c).

(f)                                   Parent will reserve for issuance the number of Parent Common Shares that will be deliverable pursuant to this Section 1.7.

Section 1.8                                    Dissenting Shares.  Notwithstanding anything in this Agreement to the contrary, with respect to each share of Company Common Stock or Company Convertible Preferred Stock as to which the holder thereof shall have properly complied with the provisions of Section 262 of the DGCL as to appraisal rights (each, a “Dissenting Share”), if any, such holder shall be entitled to payment of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, (i) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively withdraws his demand for appraisal of such Dissenting Shares, (ii) if any holder of Dissenting Shares fails to establish his entitlement to appraisal rights as provided in the DGCL or (iii) if any holder of Dissenting Shares takes or fails to take any action the consequence of which

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is that such holder is not entitled to payment for his shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock or Company Convertible Preferred Stock, as the case may be, and such shares of Company Common Stock or Company Convertible Preferred Stock, as the case may be, shall thereupon cease to constitute Dissenting Shares and if such forfeiture shall occur following the Effective Time, each such share of Company Common Stock or Company Convertible Preferred Stock, as the case may be, shall thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the applicable Merger Consideration. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares of Company Common Stock or Company Convertible Preferred Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not settle, make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the prior written consent of Parent.

ARTICLE II
EXCHANGE OF CERTIFICATES

Section 2.1                                    Exchange of Certificates.

(a)                                 Exchange Agent.  Prior to the Effective Time, Parent and Merger Sub, as applicable, shall deposit, or shall cause to be deposited with a bank or trust company designated by Parent and reasonably satisfactory to the Company (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock and Company Convertible Preferred Stock, for exchange in accordance with this Article II, through the Exchange Agent, sufficient cash and such aggregate number of Parent Common Shares to make pursuant to this Article II all deliveries of cash and Parent Common Shares as required by Article I and Article II.  Parent agrees to make available to the Exchange Agent, from time to time as needed, cash sufficient to pay any dividends and other distributions pursuant to Section 2.1(c) and to make payments in lieu of fractional shares pursuant to Section 2.1(e).  The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid for shares of Company Common Stock and Company Convertible Preferred Stock pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Sections 2.1(c) and 2.1(e) hereof, the Exchange Fund shall not be used for any other purpose. Any cash and Parent Common Shares deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 2.1(e)) shall hereinafter be referred to as the “Exchange Fund”.

(b)                                 Exchange Procedures.  Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of shares of Company Common Stock or Company Convertible Preferred Stock as of the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect of the shares of Company Common Stock or Company Convertible Preferred Stock formerly represented by such Certificates or Book-Entry Shares.  Upon surrender of a Certificate or transfer of Book-Entry Shares for cancellation to the Exchange Agent together with such letter of

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transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) one or more Parent Common Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of Parent Common Shares that such holder has the right to receive pursuant to Section 1.6 (after taking into account all shares of Company Common Stock and Company Convertible Preferred Stock held by such holder as of the Effective Time) and (B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 1.6 and this Article II, including cash payable in lieu of any fractional Parent Common Shares pursuant to Section 2.1(e) and dividends and other distributions pursuant to Section 2.1(c). No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of shares of Company Common Stock or Company Convertible Preferred Stock which is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares of Company Common Stock and Company Convertible Preferred Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock or Company Convertible Preferred Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. Until surrendered as contemplated by this Section 2.1, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock or Company Convertible Preferred Stock represented by such Certificate or Book-Entry Share, cash in lieu of any fractional Parent Common Shares to which such holder is entitled pursuant to Section 2.1(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1(c).

(c)                                  Distributions with Respect to Unexchanged Parent Common Shares.  No dividends or other distributions declared or made with respect to Parent Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the Parent Common Shares that such holder would be entitled to receive upon surrender of such Certificate or Book-Entry Share and no cash payment in lieu of fractional Parent Common Shares shall be paid to any such holder until such holder shall surrender such Certificate or Book-Entry Share in accordance with this Section 2.1. Subject to applicable law, following surrender of any such Certificate or Book-Entry Share, there shall be paid to such holder of Parent Common Shares issuable in exchange therefor, without interest, (i) promptly after the time of such surrender, the amount of any cash due pursuant to Section 1.6 and cash payable in lieu of fractional Parent Common Shares to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Parent Common Shares, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such Parent Common Shares. For purposes of dividends or

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other distributions in respect of Parent Common Shares, all Parent Common Shares to be issued pursuant to Section 1.6 hereof shall be entitled to dividends pursuant to the immediately preceding sentence as if such Parent Common Shares were issued and outstanding as of the Effective Time.

(d)                                 Further Rights in Company Common Stock and Company Convertible Preferred Stock.  The Merger Consideration issued upon conversion of a share of Company Common Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.1(c) or Section 2.1(e)) shall be deemed to have been delivered in full satisfaction of all rights pertaining to such share of Company Common Stock and Company Convertible Preferred Stock.

(e)                                  Fractional Shares.  No certificates for fractional Parent Common Shares or book-entry credit of the same shall be delivered upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to have any rights as a holder of any Parent Common Shares.

Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock or Company Convertible Preferred Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a Parent Common Share (after taking into account all Certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) the average of the closing sale prices of Parent Common Shares on the TSX as reported by The Wall Street Journal for the five trading days immediately preceding the date on which the Effective Time shall occur, converted from Canadian dollars to U.S. dollars using the Bank of Canada’s daily average Canada/U.S. exchange rate for each such trading day, and (ii) the fraction of a Parent Common Shares which such holder would otherwise be entitled to receive pursuant to Section 1.6 hereof.  As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional interests, the Exchange Agent shall so notify Parent, and Parent shall, or shall cause the Surviving Corporation to, deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional interests subject to and in accordance with the terms hereof. The Parties acknowledge that payment of cash consideration in lieu of issuing fractional Parent Common Shares was not separately bargained for consideration but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting problems that would otherwise be caused by the issuance of fractional Parent Common Shares.

(f)                                   Termination of Exchange Fund.  Any portion of the Exchange Fund which remains undistributed to the holders of Company Common Stock or Company Convertible Preferred Stock for twelve months after the Effective Time shall be delivered to Parent upon demand and, from and after such delivery to Parent, any holders of Company Common Stock or Company Convertible Preferred Stock as of the Effective Time who have not theretofore complied with this Article II shall thereafter look only to Parent for the Merger Consideration payable in respect of such shares of Company Common Stock or Company Convertible Preferred Stock, any cash in lieu of fractional Parent Common Shares to which they are entitled pursuant to Section 2.1(e) and any dividends or other distributions with respect to Parent Common Shares to which they are entitled pursuant to Section 2.1(c), in each case, without any

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interest thereon. Any amounts remaining unclaimed by holders of shares of Company Common Stock or Company Convertible Preferred Stock three years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become the property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Parent free and clear of any Liens, claims or interest of any Person previously entitled thereto.

(g)                                  No Liability.  Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock or Company Convertible Preferred Stock for any such shares of Parent Common Shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.

(h)                                 Lost Certificates.  If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent (or, if subsequent to the termination of the Exchange Fund and subject to Section 2.1(f)), Parent shall pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect of the shares of Company Common Stock or Company Convertible Preferred Stock formerly represented by such Certificate, any cash in lieu of fractional Parent Common Shares to which the holders thereof are entitled pursuant to Section 2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case, without any interest thereon.

(i)                                     Withholding.  Each of Parent, Merlin Holdco, Merger Sub, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock or Company Convertible Preferred Stock such amounts as Parent, Merlin Holdco, Merger Sub, the Surviving Corporation or the Exchange Agent is required to deduct and withhold under any provision of state, local, or foreign Tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, Merlin Holdco, Merger Sub, the Surviving Corporation or the Exchange Agent pursuant to this Section 2.1(i) or pursuant to Section 1.7, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock, Company Convertible Preferred Stock Company Options or Company RSUs in respect of whom such deduction and withholding was made by Parent, Merlin Holdco, Merger Sub, the Surviving Corporation or the Exchange Agent, as the case may be, provided that such amounts are actually remitted to the appropriate Governmental Entity.

Section 2.2                                    Stock Transfer Books.  At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock or Company Convertible Preferred Stock theretofore outstanding on the records of the Company.  From and after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Company Common Stock or Company

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Convertible Preferred Stock formerly represented by such Certificates, any cash in lieu of fractional Parent Common Shares to which the holders thereof are entitled pursuant to Section 2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), without any interest thereon.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (y) as set forth in the Company SEC Documents publicly available and filed with the SEC following January 1, 2015 and at least three Business Days prior to the date of this Agreement (the “Filed Company SEC Documents”) (excluding any disclosures in such Filed Company SEC Documents in any risk factor section, any forward-looking disclosure in any section relating to forward-looking statements or any other statements that are non-specific, predictive or cautionary in nature other than historical facts included therein), where the relevance of the information as an exception to (or disclosure for purposes of) a particular representation is reasonably apparent on the face of such disclosure or (z) as set forth in the disclosure letter delivered by the Company to Parent at or before the execution and delivery by the Company of this Agreement (the “Company Disclosure Letter”), the Company hereby represents and warrants to Parent, Merlin Holdco and Merger Sub as follows:

Section 3.1                                    Organization, Standing and Power.  Each of the Company and each of the Subsidiaries of the Company (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, with respect to any Company Subsidiary, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.  Each of the Company and the Company Subsidiaries has all requisite corporate or other entity power and authority necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.  Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.  The Company has delivered or made available to Parent, prior to execution of this Agreement, true and complete copies of the Certificate of Incorporation of the Company in effect as of the date of this Agreement (the “Company Charter”) and the By-laws of the Company in effect as of the date of this Agreement (the “Company By-laws”).

Section 3.2                                    Capital Structure.

(a)                                 The authorized capital stock of the Company consists of 250,000,000 shares of Company Common Stock and 24,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on February 22, 2017, (i) 61,755,437 shares

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of Company Common Stock were issued and outstanding, none of which were subject to vesting or other forfeiture conditions or repurchase by the Company, not including 15,637,541 shares of Company Common Stock which were held as treasury stock as of February 22, 2017, (ii) 80,000 shares of Company Convertible Preferred Stock were issued and outstanding and (iii) 5,590,838 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Equity Plans, of which (A) 1,288,593 shares were issuable upon exercise of outstanding Company Options and (B) 2,959,789 shares were the subject of Company RSUs, assuming target performance with respect to performance-based Company RSUs. Except as set forth in this Section 3.2(a), at the close of business on February 22, 2017, no shares of capital stock or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. Except pursuant to the Company Equity Plans and awards thereunder, from the close of business on February 22, 2017 to the date of this Agreement, there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity interests in, the Company.

(b)                                 All outstanding shares of Company Capital Stock are, and all shares of Company Capital Stock that may be issued upon the exercise of Company Options will be, when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, or subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any Contract to which the Company is a party or otherwise bound.  Except pursuant to the Company Equity Plans and awards thereunder, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) any Company Capital Stock or any capital stock of any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (ii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (iii) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of Company Capital stock or capital stock of any Company Subsidiary.  Except pursuant to the Company Equity Plans and awards thereunder, there are not any outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clauses (i), (ii) or (iii) of the immediately preceding sentence.  There are no debentures, bonds, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote (“Company Voting Debt”).  Neither the Company nor any of the Company Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, the Company.  Except for this Agreement, neither the Company nor any of

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the Company Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries.

(c)                                  No Indebtedness of the Company or any of the Company Subsidiaries (other than Indebtedness outstanding under the Company Existing Credit Facility and the other Company Existing Credit Facility Documents) contains any restriction upon (i) the prepayment of any indebtedness of the Company or any of its Subsidiaries, (ii) the incurrence of indebtedness by the Company or any of its Subsidiaries, or (iii) the ability of the Company or any of its Subsidiaries to grant any Lien on the properties or assets of the Company or any of its Subsidiaries.

Section 3.3                                    The Company Subsidiaries.

(a)                                 Section 3.3(a) of the Company Disclosure Letter sets forth a true and correct list of all of the Company Subsidiaries as of the date hereof and their respective jurisdictions of incorporation or organization.  The respective certificates or articles of incorporation and bylaws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control its Subsidiaries.

(b)                                 All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and non-assessable and are owned by the Company or by another Company Subsidiary, free and clear of all Liens, and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

(c)                                  Except for the capital stock and voting securities of, and other equity interests in, the Company Subsidiaries, neither the Company nor any Company Subsidiary owns, directly or indirectly, any capital stock or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interests in, any Person.

Section 3.4                                    Authorization; Validity of Agreement.

(a)                                 The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement be submitted to the Company’s stockholders for adoption at a meeting of such stockholders for such purpose (the “Company Stockholder Meeting”) and, except for the approval and adoption of this Agreement by the holders of a majority in voting power of the outstanding shares of Company Common Stock and Company Convertible Preferred Stock, voting together as a single class (the “Company Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions

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contemplated hereby.  This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by Parent, Merlin Holdco and Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity).

(b)                                 Assuming the accuracy of the representations in the penultimate sentence of Section 4.4(b), the Company Board has adopted such resolutions as are necessary so that the restrictions on business combinations set forth in Section 203 of the DGCL are inapplicable to the Merger or any of the other transactions contemplated by this Agreement.  Except for Section 203 of the DGCL, no “moratorium,” “control share,” “fair price” or other antitakeover laws are applicable to the Merger or any of the other transactions contemplated by this Agreement.

Section 3.5                                    No Conflicts; Consents.

(a)                                 The execution and delivery by the Company of this Agreement does not, and the performance by the Company of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation of any provision of, the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) 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, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the Company or any Company Subsidiary under, any provision of, any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) conflict with, or result in any violation of any provision of, subject to the filings and other matters referred to in Section 3.5(b), any federal, state, provincial, local, foreign or supranational judgment, order, decree, writ or injunction issued by any court, agency or other Governmental Entity or statute, law (including common law), ordinance, rule or regulation, including the rules and regulations of any applicable stock exchange (“Law”), in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) of this Section 3.5(a), any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b)                                 No consent, waiver or permit (“Consent”) of or from, or registration, declaration, notice or filing made to or with any Federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity”), is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other

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than (i) (A) the filing with the Securities and Exchange Commission (the “SEC”) of the Proxy Statement in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act of 1933, as amended (the “Securities Act”), of the registration statement on Form F-4 in connection with the issuance by the Company of the Merger Consideration, in which the Proxy Statement will be included as a prospectus (the “Form F-4”), and (C) the filing with the SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (ii) compliance with any applicable requirements under Canadian Securities Laws; (iii) compliance with and filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), including the expiration or termination of any applicable waiting period thereunder; (iv) compliance with and filings under the Communications Act of 1934, as amended, and the implementing rules and regulations of the FCC (the “Communications Act”); (v) compliance with and filings under the rules of NOAA for licensing of private land remote-sensing space systems at 15 C.F.R. § 960 and such other Consents, registrations, declarations, approvals, notices or filings as are required to be made or obtained under any other Department of Commerce regulation; (vi) the CFIUS Approval and any filings with respect thereto; (vii) the DSS Approval and any filings with respect thereto; (viii) compliance with and filings under the rules of the DDTC; (ix) such other Consents, registrations, declarations, approvals, clearances, notices or filings as are required to be made or obtained under any Competition Laws; (x) the ICA Approval; (xi) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the relevant authorities of the other jurisdictions in which the Company and Parent are qualified to do business; (xii) such Consents, registration, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Merger Consideration; and (xiii) compliance with and filings under applicable stock exchange rules.

Section 3.6                                    SEC Reports and Financial Statements.

(a)                                 The Company has furnished or filed, as applicable, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2015 (such documents, together with any documents filed with the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, being collectively referred to as the “Company SEC Documents”).

(b)                                 Each Company SEC Document (i) at the time filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes—Oxley Act of 2002 (“SOX”) and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of

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the Company included in the Company SEC Documents complied at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with U.S. GAAP (except (i) in the case of unaudited statements, as permitted by Form 10-Q of the SEC or (ii) as may be indicated therein or in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).  As of the date hereof, there are no outstanding comments from the staff of the SEC previously communicated by the SEC to the Company with respect to any Company SEC Documents.

(c)                                  Each of the chief executive officer of the Company and the chief financial officer of the Company has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate.  None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.

(d)                                 The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

(e)                                  The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) used by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.

(f)                                   Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or

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intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.

(g)                                  Since January 1, 2015, the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (A) any “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting of the Company, and (B) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

(h)                                 None of the Company Subsidiaries is, or has at any time since January 1, 2015 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Section 3.7                                    Absence of Certain Changes.  Since September 30, 2016 through the date of this Agreement, (i) except for the negotiation, execution and delivery of this Agreement, the Company and its Subsidiaries have conducted their respective operations in all material respects in the ordinary course consistent with past practice, (ii) there has not occurred or continued to exist any event, change, occurrence, effect, fact, circumstance or condition which, individually or in the aggregate, has had, or would reasonably be expected to have or result in, a Company Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has taken any action that if taken after the date of this Agreement without the prior written consent of Parent, would constitute a violation of Sections 5.1(a), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m), (n), (o), (p), (r), and (s).

Section 3.8                                    Absence of Undisclosed Liabilities.  Except as set forth or reserved against in the balance sheet dated as of September 30, 2016 included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (the “Company Balance Sheet”) or in the notes thereto, neither the Company nor any of the Company Subsidiaries had as of that date any liabilities or obligations (accrued, contingent or otherwise) that would be material to the Company and the Company Subsidiaries taken as a whole.  Since the date of the Company Balance Sheet, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations (accrued, contingent or otherwise), except for (i) liabilities incurred in the ordinary course of business that individually or in the aggregate have not had, and would not be reasonably expected to have or result in, a Company Material Adverse Effect, (ii) liabilities in respect of Litigation (which are the subject of Section 3.11) that would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, and (iii) liabilities under Environmental Laws (which are the subject of Section 3.16) that would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole.  Neither the Company nor any of the Company Subsidiaries is in default in respect of the terms and conditions of any Indebtedness or other agreement which individually or in the aggregate has had, or would be reasonably expected to have or result in, a Company Material Adverse Effect.

Section 3.9                                    Proxy Statement.  The Proxy Statement to be filed with the SEC in connection with the Merger (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act.  Neither the Proxy Statement, nor any amendment or supplement thereto, will, at the date on which the Proxy

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Statement or any such amendment or supplement is first mailed to stockholders of the Company or at the time such stockholders vote on the adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the Company in this Section 3.9 with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement.

Section 3.10                             Employee Benefit Plans; ERISA.

(a)                                 Section 3.10(a) of the Company Disclosure Letter contains a complete and correct list of each plan subject to ERISA, each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other equity-based incentive, severance, termination, change in control, retention, employment, collective bargaining, hospitalization or other medical, life or other insurance, disability, other welfare, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee compensation or benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to by the Company, any of its Subsidiaries or by any trade or business, whether or not incorporated (an “ERISA Affiliate”) as of the date hereof, that together with the Company or any of its Subsidiaries would be deemed a “single employer” within the meaning of section 4001(b) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to which the Company, any of its Subsidiaries or any ERISA Affiliate of the Company is party, for the benefit of any current or former employee, officer or director of the Company, any of its Subsidiaries or any ERISA Affiliate of the Company (the “Company Benefit Plans”).

(b)                                 With respect to each Company Benefit Plan, the Company has heretofore delivered to Parent complete and correct copies of each of the following documents (including all amendments to such documents), in each case as applicable:

(i)                                     the Company Benefit Plan or a written description of any Company Benefit Plan not in writing;

(ii)                                  a copy of the most recently filed annual report or Internal Revenue Service (“IRS”) Form 5500 Series with respect to each Company Benefit Plan as to which such a report must be filed, including all required schedules thereto;

(iii)                               a copy of the most recent Summary Plan Description of the Company (the “Company Summary Plan Description”), together with all Summaries of Material Modification issued with respect to such Company Summary Plan Description, with respect to each Company Benefit Plan as to which a summary plan description is required under ERISA;

(iv)                              if the Company Benefit Plan or any obligations thereunder are funded through a trust or any other funding vehicle, the trust or other funding agreement and the latest financial statements thereof; and

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(v)                                 the most recent determination, opinion or advisory letter received from the IRS (or a copy of any pending application for a determination letter and any related correspondence from the IRS) with respect to each Company Benefit Plan intended to be qualified under section 401(a) of the Code.

(c)                                  No Company Benefit Plan or plan sponsored, maintained, or contributed to by the Company or any of its Subsidiaries currently is or was within six years prior to the Closing Date subject to Title IV or Section 302 of ERISA.  No Company Benefit Plan or plan sponsored, maintained, or contributed to by any ERISA Affiliate of the Company is or, to the Knowledge of the Company, was within six years prior to the Closing Date subject to Title IV or Section 302 of ERISA; provided, however, that with respect to any such plan sponsored, maintained, or contributed to within six years prior to the Closing Date by an ERISA Affiliate, neither the Company nor any of its Subsidiaries has incurred or reasonably expects to incur, either directly or indirectly and individually or in the aggregate, any material liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to any such plans.

(d)                                 Except as has not had, and would not be reasonably expected to have or result in, individually or in the aggregate, a Company Material Adverse Effect, none of the Company, any ERISA Affiliate of the Company, any of the Company Benefit Plans, any trust created thereunder, nor any trustee or administrator thereof has engaged in a transaction or has taken or failed to take any action in connection with which the Company, any of its Subsidiaries or any ERISA Affiliate could be subject to a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code.

(e)                                  Except as has not had, and would not be reasonably expected to have or result in, individually or in the aggregate, a Company Material Adverse Effect, each of the Company Benefit Plans has been operated and administered in accordance with its terms and applicable Laws, including ERISA and the Code.

(f)                                   Each of the Company Benefit Plans that is intended to be “qualified” within the meaning of Section 401(a) of the Code has received a determination letter from the IRS stating that it is so qualified (or with respect to a prototype, an opinion letter from the IRS to the prototype plan sponsor) and, to the Knowledge of the Company, there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such Company Benefit Plans or their related trusts.

(g)                                  No Company Benefit Plan provides post-termination welfare benefits or retiree welfare benefits to any individual for any reason except (i) as required under section 601 et seq. of ERISA or other applicable law, (ii) disability benefits that have been fully provided for by insurance under a Company Benefit Plan, or (iii) benefits in the nature of severance pay that would not result in, individually or in the aggregate, a Company Material Adverse Effect.

(h)                                 The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with any other event which, standing alone, would not by itself trigger such entitlement or acceleration: (i) except as otherwise required by this Agreement

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(A) entitle any current or former employee, officer or director of the Company, any of its Subsidiaries or any ERISA Affiliate of the Company to any material severance pay, unemployment compensation or any other similar termination payment, or (B) accelerate the time of payment or vesting, or increase the amount of or otherwise enhance any benefit due any such employee, officer or director in any material manner; (ii)  require a “gross up” or other payment to any “disqualified individual” within the meaning of section 280G(c) of the Code with respect to any taxes that may be due pursuant to Section 4999 of the Code or (iii) except as has not had, and would not reasonably be expected to have or result in, individually or in the aggregate, a Company Material Adverse Effect, result in a loss of compensation deduction for Parent and its Subsidiaries (including the Surviving Corporation) for (A) “excess parachute payments” within the meaning of section 280G(b) of the Code, or (B) payments under any Company Benefit Plans that would not be deductible under section 162(m) of the Code.  Section 3.10(h) of the Company Disclosure Schedule contains a schedule of, as of the date of this Agreement, the equity-based compensation awards outstanding under the Company Equity Plans, including the number of shares of Company Common Stock subject thereto and the applicable award type and date of grant.

(i)                                     Except as has not had, and would not be reasonably expected to have or result in, individually or in the aggregate, a Company Material Adverse Effect, there are no pending or, to the Knowledge of the Company, threatened or anticipated claims by or on behalf of any Company Benefit Plan, by any employee or beneficiary under any such Company Benefit Plan or otherwise involving any such Company Benefit Plan (other than routine claims for benefits).

(j)                                    Except as set forth in Section 3.10(j) of the Company Disclosure Letter, no trust maintained pursuant to any Company Benefit Plan holds securities of the Company or any ERISA Affiliate.

(k)                                 The Company does not have any obligation to gross up or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred under section 409A of the Code.

Section 3.11                             Litigation; Compliance with Law.

(a)                                 (i) There is no Litigation pending or, to the Knowledge of the Company, threatened against, relating to or naming as a party thereto the Company or any of its Subsidiaries, any of their respective properties or assets or any of the Company’s officers or directors (in their capacities as such) that individually or in the aggregate has had, or would reasonably be expected to have, a Company Material Adverse Effect, (ii) there is no Litigation pending or, to the Knowledge of the Company, threatened against, relating to or naming as a party thereto the Company or any of its Subsidiaries, which seeks to restrain, enjoin, alter or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement and (iii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon the Company, any of its Subsidiaries or any of the Company’s officers or directors (in their capacities as such) that would be reasonably expected to prevent, enjoin, alter or delay the consummation of the Merger or any of the other

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transactions contemplated by this Agreement or that individually or in the aggregate has had, or would reasonably be expected to have, a Company Material Adverse Effect.

(b)                                 Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries are, and since January 1, 2014, have been, in compliance with all applicable Laws and Company Permits.  Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, there is no, and since January 1, 2014, there has been no, action, demand or investigation by or before any Governmental Entity pending or, to the Knowledge of the Company, threatened alleging that the Company or a Company Subsidiary is not in compliance with any applicable Law or Company Permit or which challenges or questions the validity of any rights of the holder of any Company Permit.

(c)                                  Without limiting the generality of Section 3.11(b) and mindful of the principles of the FCPA, neither the Company nor any of its Subsidiaries, nor, in any such case, to the Knowledge of the Company, any of their respective directors, officers, employees, accountants, auditors, consultants, legal counsel, advisors (including financial advisors), agents and other representatives (collectively, “Representatives”) (in each case acting in their capacities as such) has, since January 1, 2015, (i) made, offered or authorized any payment or given or offered anything of value directly or indirectly (including through a friend or family member with personal relationships with government officials) to an official of any government for the purpose of influencing an act or decision in his official capacity or inducing him to use his influence with that government with respect to the Company or any of its Subsidiaries, (ii) made, offered or authorized any payment to any Governmental Entity, political party or political candidate for the purpose of influencing any official act or decision, or inducing such Person to use any influence with that government with respect to the Company or any of its Subsidiaries or (iii) taken any action that would be reasonably likely to subject the Company or any of its Subsidiaries to any material liability or penalty under any and all Laws of any Governmental Entity.

(d)                                 The Company and its Subsidiaries hold all licenses, permits, certifications, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Entities or other Persons necessary for the ownership, leasing, operation, occupancy and use of the Company Real Property, the Company Assets and the conduct of their respective businesses as currently conducted (“Company Permits”), except for Company Permits under Environmental Laws (which are the subject of Section 3.16) and except where the failure to hold such Company Permits individually or in the aggregate has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received notice that any material Company Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and the Company has no Knowledge of any reasonable basis for any such termination, modification or nonrenewal.

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Section 3.12                             Intellectual Property.

(a)                                 Section 3.12(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, correct and complete list of (i) issued Patents and pending Patent applications, (ii) Trademark registrations and pending applications, and (iii) Copyright registrations and pending applications, in each case, which is owned or controlled by the Company or the Company Subsidiaries in any jurisdiction in the world, except for any such items that are abandoned, expired, cancelled, withdrawn or finally refused.  The Company or a Company Subsidiary is the sole and exclusive beneficial and, with respect to pending applications and registrations, record owner of all of Intellectual Property items set forth in Section 3.12(a) of the Company Disclosure Letter, and all such Intellectual Property is subsisting, and, to the Knowledge of the Company, valid and enforceable.

(b)                                 Since January 1, 2015, there has been no claim asserted or to the Knowledge of the Company threatened in writing (including in the form of offers or invitations to obtain a license) against the Company or the Company Subsidiaries alleging that the conduct of the Company’s or any of the Company Subsidiaries’ business infringes, misappropriates, or otherwise violates, or has infringed, misappropriated, or otherwise violated the rights of any Person, and, to the Knowledge of the  Company, there is no basis for any such claims.

(c)                                  Except as individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect:

(i)                                     the Company, or one of its Subsidiaries, owns or possesses adequate licenses or other legal rights to use all Intellectual Property used in the present conduct of the businesses of the Company and its Subsidiaries and, with respect to the Intellectual Property owned by Company or any of the Company Subsidiaries, free and clear of all Liens, other than Permitted Liens;

(ii)                                  to the Knowledge of the Company, the conduct of the Company’s and each of the Company Subsidiaries’ business as currently conducted, and the conduct of the Company’s and each of the Company Subsidiaries’ business as conducted in the past three years, does not infringe, misappropriate, or otherwise violate, and has not infringed, misappropriated, or otherwise violated, the rights of any Person; and

(iii)                               to the Knowledge of the Company, no Person is materially infringing, misappropriating or otherwise violating any right of the Company or any of the Company Subsidiaries with respect to any Intellectual Property owned or controlled by the Company or any of the Company Subsidiaries in the conduct of the Company’s or the Company Subsidiaries’ business, and no such claims have been asserted or threatened against any Person by the Company or the Company Subsidiaries, or to the Knowledge of the Company, any other Person in the past three years.

(d)                                 The Company and the Company Subsidiaries have taken reasonable steps to protect the confidentiality of all material Trade Secrets that are owned, used or held by the Company and the Company Subsidiaries, including entering into licenses and Contracts that require employees, licensees, contractors and other Persons with access to such Trade Secrets to

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safeguard and maintain the secrecy and confidentiality of such Trade Secrets.  To the Knowledge of the Company, such Trade Secrets have not been received by or disclosed to any Person except pursuant to a valid non-disclosure, license or other appropriate Contract.

(e)                                  The Company and the Company Subsidiaries have at all times complied with all applicable Law relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company or the Company Subsidiaries, and as of the date hereof no claims are pending or threatened against the Company or the Company Subsidiaries alleging a violation of any Person’s privacy or personal information or data rights, except in either case that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(f)                                   The consummation of the transactions contemplated by this Agreement will not under any Contract to which the Company or any of the Company Subsidiaries is a party: (i) result in the loss of, or otherwise materially and adversely affect, any rights of the Company or the Company Subsidiaries to own, use or hold for use any material Intellectual Property as owned, used or held for use in the conduct of the Company’s or the Company Subsidiaries’ business, (ii) grant or require the Company or the Company Subsidiaries to grant to any Person any rights with respect to any material Intellectual Property owned by the Company or any Company Subsidiary, (iii) subject the Company or any of the Company Subsidiaries to any material increase in royalties or other payments in respect of any Intellectual Property, (iv) require the consent of any Person in respect of any rights of the Company or the Company Subsidiaries to own, use or hold for use any material Intellectual Property as owned, used or held for use in the conduct of the Company’s or the Company Subsidiaries’ business, or (v) materially diminish any royalties or other payments the Company or a Subsidiary of the Company would otherwise be entitled to in respect of any Intellectual Property.

(g)                                  During the past three years, to the Knowledge of the Company, (i) there have been no material security breaches in the Company’s or the Company Subsidiaries’ information technology systems, and (ii) there have been no disruptions in any of the Company’s or its affiliates’ information technology systems that materially adversely affected the Company’s or the Company Subsidiaries’ business or operations. The Company and the Company Subsidiaries have evaluated their disaster recovery and backup needs and have implemented plans and systems that reasonably address their assessment of risk.

Section 3.13                             Regulatory Matters and Government Contracts.

(a)                                 FCC Licenses.

(i)                                     As of the date hereof, the Company or a Company Subsidiary holds each of the FCC licenses and authorizations listed and described in Section 3.13(a)(i) of the Company Disclosure Letter (“Company FCC Authorizations”).  As of the date hereof, such Company FCC Authorizations constitute all of the FCC licenses, authorizations and approvals held by the Company and the Company Subsidiaries, as well as all of the FCC licenses, authorizations and approvals otherwise required for the operation of the business of the Company and the Company Subsidiaries as it is presently conducted, except where the failure to hold any such licenses,

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authorizations and approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company FCC Authorizations are validly issued and in full force and effect.

(ii)                                  The Company FCC Authorizations have not been revoked, suspended, canceled, rescinded or terminated, have not expired, and are not subject to any conditions or requirements that have not been imposed upon all earth-exploration satellite service or fixed-satellite service authorizations generally, except where such revocation, suspension, cancellation, rescindment, termination or expiration has not had and would not reasonably be expected to have a Company Material Adverse Effect. There is no pending or, to the Knowledge of the Company, threatened action by or before the FCC to revoke, suspend, cancel, rescind or modify any of the Company FCC Authorizations (other than proceedings to amend FCC rules of general applicability), and there is not now issued or outstanding or pending or, to the Knowledge of the Company, threatened, by or before the FCC, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, or notice of forfeiture issued to or against the Company, a Company Subsidiary or the Company FCC Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(iii)                               The Company and each Company Subsidiary is in material compliance with all of the terms of the Company FCC Authorizations, and has complied in all material respects with the Communications Act.  All material reports, filings, and disclosures required to be filed by the Company or a Company Subsidiary with the FCC have been timely filed and all such reports and filings are materially accurate and complete.  The Company and each Company Subsidiary has timely paid all material FCC regulatory fees and other applicable material fees that are due and payable by the Company and each Company Subsidiary and required to be paid by the Company, in each case.

(iv)                              No Person other than the Company and the Company Subsidiaries has the right to control the use of all or any of the Company FCC Authorizations, and the Company or a Company Subsidiary is the sole legal and beneficial holder of each of the Company FCC Authorizations. The Company and each Company Subsidiary has complied with all FCC rules regarding transfer of control or changes in ownership (including intracompany reorganizations) of the Company FCC Authorizations, except where the failure to comply, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(v)                                 Section 3.13(a)(v) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all pending applications for FCC licenses and authorizations that would be Company FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any Company FCC Authorizations.  There is no pending or, to the Knowledge of the Company, threatened action by or before the FCC to reject or materially modify any pending application for FCC licenses and authorizations that would be Company FCC Authorizations, if issued

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or granted, or for the material modification, extension or renewal of any Company FCC Authorizations.

(b)                                 Government Contracts.

(i)                                     Other than routine inquiries, audits and reconciliations, to the Knowledge of the Company, none of the Company or the Company Subsidiaries, and none of their Principals as that term is defined in the U.S. Federal Acquisition Regulation 52.209-5(a)(2) is, or since January 1, 2014 has been, (A) under administrative, civil or criminal investigation or indictment by any Governmental Entity (except as to routine security investigations), (B) suspended or debarred from doing business with any Governmental Entity or any prime contractor or subcontractor of any Governmental Entity, or has been threatened in writing with debarment or suspension by a Governmental Entity or (C) the subject of a finding of non-responsibility or ineligibility for contracting with any Governmental Entity or any prime contractor or subcontractor of any Governmental Entity.  The consummation of the transactions contemplated by this Agreement, to the Knowledge of the Company, would not reasonably be expected to result in any suspension or debarment by a Governmental Entity other than any suspension or debarment due to the actions or status of Parent or its respective affiliates.

(ii)                                  To the Knowledge of the Company, since January 1, 2014, neither the Company nor any of the Company Subsidiaries has engaged in any work under any active Company Material Contract between the Company or any of the Company Subsidiaries and any Governmental Entity (each, a “Company Government Contract”) that would reasonably be expected to result in an “organizational conflict of interest” as defined in the U.S. Federal Acquisition Regulation (the “FAR”) (based on the current conduct of the business of the Company and the Company Subsidiaries) or is a party to or is bound by any organizational conflict of interest mitigation plan submitted in connection with any Company Government Contract or Company Government Bid.

(iii)                               To the Knowledge of the Company, there is no pending audit or investigation of the Company or any of the Company Subsidiaries with respect to any alleged material irregularity, misstatement or omission arising under or relating to any Company Government Contract or Company Government Bid, and since January 1, 2014, neither the Company nor any of the Company Subsidiaries has conducted or initiated or been the subject of any audit or investigation or made a mandatory or voluntary disclosure to any state or federal agency or any mandatory disclosure to any Governmental Entity under FAR Subpart 3.10 or FAR 52.203-13, with respect to any alleged material irregularity, misstatement or omission arising under or relating to any Company Government Contract or Company Government Bid or prime contract or subcontract of any Governmental Entity that remains unresolved.  To the Knowledge of the Company, there is no past or current conduct by the Company, any of the Company Subsidiaries, or any of the Company’s or the Company Subsidiaries’ directors, officers or employees that would reasonably be likely to lead to the imposition of criminal, civil, administrative or contractual liability for fraud, false claims or false certifications that would warrant such an investigation or disclosure.

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(iv)                              To the Knowledge of the Company, since January 1, 2014, no Governmental Entity nor any prime contractor, subcontractor, vendor or other third party has asserted any material written claim or any other material action for relief; nor has a Governmental Entity, prime contractor, subcontractor, vendor or other third party formally initiated any material dispute, protest or proceeding against the Company or any of the Company Subsidiaries relating to any Company Government Contract.

(v)                                 To the Knowledge of the Company, since January 1, 2014, (A) neither any Governmental Entity nor any prime contractor, subcontractor or other Person has notified in writing the Company or any of the Company Subsidiaries that the Company or any of the Company Subsidiaries has breached or violated any material Law, certification, representation, clause, provision or requirement pertaining to any Company Government Contract or Company Government Bid; and (B) none of the Company or the Company Subsidiaries has terminated any Company Government Contract to which the Company or any of the Company Subsidiaries is a party, nor have the Company or the Company Subsidiaries been notified by any Governmental Entity, any prime contractor, subcontractor or any other Person that any Company Government Contract to which the Company or any of the Company Subsidiaries is a party has been terminated for default, and no cure notice, default notice or show cause notice is currently in effect pertaining to any Company Government Contract, except, in either case, individually or in the aggregate, as has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(vi)                              To the Knowledge of the Company, neither the Company nor any of the Company Subsidiaries is in receipt or possession of any competitor or government proprietary or procurement sensitive information related to the business of the Company or any of the Company Subsidiaries under circumstances where there is reason to believe that such receipt or possession is unlawful or unauthorized, except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(vii)                           Neither the Company nor any of the Company Subsidiaries has assigned any of its material claims, material rights to receive value or other material interests under any Company Government Contract pursuant to the Assignment of Claims Act, as amended.

(viii)                        The Company and the Company Subsidiaries hold all of the facility and personnel security clearances necessary to conduct the business of the Company as it is currently being conducted as of the date hereof in all material respects. The Company and the Company Subsidiaries hold at least a “satisfactory” rating from the Defense Security Service, a branch of the United States Department of Defense (“DSS”), with respect to such facility security clearances.

(ix)                              To the Knowledge of the Company, since January 1, 2014, the Company and each of the Company Subsidiaries has complied with all U.S. government laws and regulations applicable to the Company Government Contracts and the Company Government Bids, including, to the extent applicable, the False Claims Act, the Truth in

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Negotiations Act, the FAR and any agency supplement thereto, the cost principles set forth in the FAR, the Cost Accounting Standards and record retention requirements contained in the FAR, except, in each case, individually or in the aggregate, as has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(c)                                  International Trade Laws.

(i)                                     Since January 1, 2014, the business of the Company and the Company Subsidiaries has been operated in compliance in all material respects with (A) all applicable Laws and all authorizations, registrations, clearances, or permits issued or granted by any Governmental Entity to the Company or the Company Subsidiaries, in each case, concerning the exportation, re-exportation, and temporary importation of any products, technology, technical data and services, including those administered by, without limitation, the Bureau of Industry and Security of the Department of Commerce (the “BIS”), the Directorate of Defense Trade Controls of the United States Department of State (the “DDTC”), and the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury; and (B) United States anti-boycott regulations administered by the Office of Anti-boycott Compliance of the United States Department of Commerce and the IRS; all Laws administered by the Bureau of Customs and Border Protection of the United States Department of Homeland Security (collectively, “International Trade Laws”).

(ii)                                  The Company, the Company Subsidiaries and Persons acting on behalf of any of those entities have obtained from relevant Governmental Entities and disclosed to Parent all necessary licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, re-export, transfer and import of products, technology and services in accordance with International Trade Laws (collectively, “International Trade Authorizations”), except where the failure to do so, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(iii)                               Section 3.13(c)(iii) of the Company Disclosure Letter lists all technical assistance agreements and manufacturing license agreements as of the date hereof that the Company or the Company Subsidiaries entered into pursuant to Section 124.1 of the U.S. International Traffic in Arms Regulations (either as the licensor or the licensee) and all current export, re-export, and temporary import licenses that the Company or the Company Subsidiaries obtained from DDTC or BIS.

(iv)                              Since January 1, 2014, neither the Company nor any of the Company Subsidiaries has received any written, or, to the Knowledge of the Company, oral notice from any Governmental Entity asserting that the Company or any of the Company Subsidiaries or any agent or employee thereof has violated, is in material breach of, or has any material liability under, any International Trade Laws or, to the Knowledge of the Company, threatening to revoke or terminate any International Trade Authorizations. As of the date hereof, to the Knowledge of the Company, no investigation or review by any Governmental Entity is pending or has been threatened

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against the Company or any of the Company Subsidiaries with respect to any potential material violation or liability of the Company or any of the Company Subsidiaries arising under or relating to any International Trade Laws.

(v)                                 From January 1, 2014 through the date hereof, neither the Company nor any of the Company Subsidiaries has made or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any potential violation or liability of the Company or any of the Company Subsidiaries arising under or relating to any International Trade Laws.

(vi)                              Neither the Company nor the Company Subsidiaries nor, to the Knowledge of the Company, any significant stockholder (i.e., a stockholder that owns 5% or more of the entity’s voting shares), director, officer, employee, agent, or affiliate or representative of the Company or the Company Subsidiaries is a Restricted Person.

(vii)                           Neither the Company nor any of the Company Subsidiaries has investments in or revenues from Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine or otherwise conducts business with Restricted Persons.

(d)                                 Department of Commerce/NOAA Approvals.

(i)                                     As of the date hereof, the Company is the valid holder of the NOAA Remote Sensing Space System licenses and any other Department of Commerce licenses and authorizations listed and described in Section 3.13(d)(i) of the Company Disclosure Letter (“Company NOAA Authorizations”).  The Company DoC Authorizations are validly issued and in full force and effect and are not subject to any conditions or requirements that have not been imposed upon all such authorizations generally. The Company NOAA Authorizations or Department of Commerce licenses constitute all of the NOAA licenses, authorizations and approvals held by the Company and required for the operation of the business of the Company as it is presently conducted, except where the failure to hold any such licenses, authorizations and approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(ii)                                  There is no pending or, to the Knowledge of the Company, threatened action by or before NOAA or the Department of Commerce to revoke, suspend, cancel, rescind or modify any of the Company NOAA Authorizations, and there is not now issued or outstanding or pending or, to the Knowledge of the Company, threatened, by or before NOAA or the Department of Commerce, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, or notice of forfeiture issued to or against the Company or the Company NOAA Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(iii)                               As of the date hereof, except for any contract identified in Section 3.13(d)(iii) of the Company Disclosure Letter, there is no contract being performed by

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the Company that has a term of performance that extends beyond the current term of validity of the applicable NOAA license or authorization that pertains to the contract.

(iv)                              The Company is in material compliance with all of the terms of the Company NOAA Authorizations, and has complied in all material respects with the Communications Act. All material reports, filings, and disclosures required to be filed by the Company with NOAA or the Department of Commerce have been timely filed.  All such reports and filings are materially accurate and complete.  The Company has timely paid all material NOAA or the Department of Commerce regulatory fees and other applicable material fees required to be paid by holders of such authorizations.

(v)                                 No Person other than the Company and the Company Subsidiaries has or will have the right to use any material Company DoC Authorizations and the Company is the sole legal and beneficial holder of the Company DoC Authorizations.  The Company has complied with all rules regarding transfer of control or changes in ownership (including intracompany reorganizations) of the Company NOAA Authorizations, except where the failure to comply, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(vi)                              Section 3.13(d)(vi) of the Company Disclosure Letter contains a true, correct and complete list, as of the date of this Agreement, of all pending applications for NOAA or Department of Commerce licenses and authorizations that would be Company NOAA Authorizations, if issued or granted, or for the modification, extension or renewal of any Company NOAA Authorizations.  There is no pending or, to the Knowledge of the Company, threatened action by or before the NOAA or the Department of Commerce to reject or materially modify any pending application for NOAA or the Department of Commerce licenses and authorizations that would be Company NOAA Authorizations, if issued or granted, or for the modification, extension or renewal of any Company NOAA Authorizations.

(e)                                  To the Knowledge of the Company, all of its vendors are in compliance with good manufacturing practice, except where the failure to be in compliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.14                             Material Contracts.

(a)                                 As of the date of this Agreement, neither the Company nor any Company Subsidiary is a party to any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Company Contract”) that has not been so filed, and as of the date hereof, no such Contract has been amended or modified since the date filed, other than pursuant to an amendment or modification filed, or which is not required to be filed, pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act.

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(b)                                 Section 3.14(b) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of each of the following (in each case, other than any Company Benefit Plan):

(i)                                     each Contract containing terms that expressly (A) limit or otherwise restrict the Company or the Company Subsidiaries or (B) to the Knowledge of the Company, would, after the Effective Time, by its terms expressly limit or otherwise restrict Parent or any of its Subsidiaries from, in the case of either (A) or (B), engaging or competing in any line of business or in any geographic area, in a manner that would be reasonably likely to be material, in the case of (A), to the Company and the Company Subsidiaries, taken as a whole, or in the case of (B), to Parent and its Subsidiaries (including the Surviving Corporation), taken as a whole;

(ii)                                  each loan and credit agreement, note, debenture, bond, indenture or other similar agreement pursuant to which any Indebtedness in excess of $5,000,000 of the Company or any of the Company Subsidiaries is outstanding or may be incurred, other than any such agreement between or among the Company and the wholly owned Company Subsidiaries;

(iii)                               each partnership, joint venture or similar agreement to which the Company or any of the Company Subsidiaries is a party relating to the formation, creation, operation, management or control of any partnership or joint venture material to the Company and the Company Subsidiaries, taken as a whole;

(iv)                              Contracts pursuant to which the Company or one or more Company Subsidiaries (in the aggregate) was obligated to pay or was paid $10,000,000 or more in the consecutive 12-month period ending on the date hereof;

(v)                                 Contracts pursuant to which the Company or any Company Subsidiary (A) is granted or obtains or agrees to obtain any right to use any material Intellectual Property (other than rights to use commercially available Software or open source Software, or rights acquired from employees and independent contractors, or rights obtained under non-disclosure agreements), (B) permits or agrees to permit any other Person, to use, enforce, or register any material Intellectual Property, or (C) following the Closing, would be required to license, assign, or make available to any other Person material Intellectual Property owned by Parent or its affiliates immediately prior to the Closing, except in the case of (B) or (C), with respect to non-exclusive licenses of Intellectual Property granted to customers or resellers in the ordinary course of business, Intellectual Property made available under non-disclosure agreements, or Intellectual Property licensed or made available to third-party service providers for the sole benefit of Company or a Company Subsidiary;

(vi)                              Contracts which, upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time, which, standing alone, would not by itself or themselves trigger such entitlement or acceleration) result in any payment or benefit (whether of severance pay or otherwise) becoming due,

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or the acceleration or vesting of any right to any payment or benefits, from Parent, Merger Sub, the Company or the Surviving Corporation or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing; and

(vii)                           any Contract that is a shareholder rights agreement or which otherwise provides for the issuance of any securities in respect of this Agreement or the Merger.

Each Contract described in this Section 3.14(b) whether or not set forth in Section 3.14(b) of the Company Disclosure Letter and each Filed Company Contract is referred to herein as a “Company Material Contract”.  The Company has previously made available to Parent true, complete and correct copies of each Company Material Contract.

(c)                                  Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Material Contract is valid and binding, in full force and effect and enforceable in accordance with its respective terms, (ii) the Company and each of its Subsidiaries has performed in all material respects all obligations required to be performed by it under each Company Material Contract, and (iii) no event or condition exists or has occurred which violates, conflicts with, results in a breach of any provision of or the loss of any benefit under, constitutes a default (or an event which, with notice or lapse of time, or both, would constitute a default) on the part of any party under, results in the termination of or a right of termination or cancellation on the part of any party under, accelerates the performance required on the part of any party by, or results in the creation of any Lien (other than Permitted Liens) upon any of the assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any Company Material Contract.

Section 3.15                             Taxes.

(a)                                 (i) Each of the Company and each Company Subsidiary has duly filed all material Tax Returns required to have been filed by it and such Tax Returns are accurate and complete in all material respects; (ii) the Company and the Company Subsidiaries have paid in full all material Taxes owed by them or for which they may be liable; and (iii) no deficiency for any material amount of Tax has been proposed, asserted, or assessed in writing by a taxing authority against the Company or any Company Subsidiary which deficiency has not been paid, withdrawn or settled.

(b)                                 No material Tax Return of the Company or any Company Subsidiary is under audit or examination by any taxing authority, and no written (or, to the Knowledge of the Company, oral) notice of such an audit or examination has been received by the Company or any Company Subsidiary.  No waivers of the time to assess any Taxes of the Company or any Company Subsidiary have been granted or requested, and there are no outstanding waivers of any limitation periods or agreements providing for an extension of time for the assessment or collection of Taxes by any relevant taxing authority or the payment of any Tax by the Company or any Company Subsidiary.  No other procedure, proceeding or contest of any refund or deficiency in respect of any material amount of Taxes is pending or on appeal with any Governmental Entity.

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(c)                                  There are no Liens, other than Permitted Liens, with respect to Taxes against any of the assets of the Company or any Company Subsidiary.  No written or, to the Knowledge of the Company, other claim has been received by the Company or any Company Subsidiary from an authority in a jurisdiction where such corporation does not file Tax Returns that it is or may be subject to taxation by such jurisdiction.

(d)                                 Each of the Company and each Company Subsidiary has complied in all material respects with all applicable Laws relating to the withholding, collection and remittance of Taxes and other deductions required to be withheld.

(e)                                  Within the past three years, neither the Company nor any Company Subsidiary has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code.

(f)                                   Other than an agreement or arrangement exclusively between or among the Company and wholly owned Company Subsidiaries and other than a commercial agreement or arrangement entered into in the ordinary course of business that does not relate primarily to Taxes, neither the Company nor any Company Subsidiary is a party to or is otherwise bound by any Tax sharing, allocation or indemnification agreement or arrangement or has any liability for the Taxes of any Person as a result of being a member of a Consolidated Group (other than the Consolidated Group of which one or more of the Company and the Company Subsidiaries are and have been the only members), as a transferee or successor, or by contract or otherwise.

(g)                                  None of Company or any of the Company Subsidiaries is a party to any agreement with any taxing authority that would be terminated or adversely affected as a result of the Merger.

(h)                                 Neither the Company nor any Company Subsidiary has participated in or been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” within the meaning of Section 6011 of the Code and applicable Treasury Regulations thereunder (or a similar provision of state or non-U.S. Law).

(i)                                     The Company is not a “United States real property holding corporation” as defined in Section 897 of the Code.

Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 3.15 and in Section 3.6,  Section 3.7 and Section 3.10 are the only representations and warranties in this Agreement with respect to the Tax matters of the Company and the Company Subsidiaries.

Section 3.16                             Environmental Matters.  Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect:

(a)                                 The Company and the Company Subsidiaries hold, and are currently, and at all times since January 1, 2012 have been, in compliance with all permits, licenses, registrations and other governmental authorizations required under all Environmental Laws for the Company and the Company Subsidiaries to conduct their operations (“Company Environmental Permits”), and are currently, and at all times since January 1, 2012 have been,

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otherwise in compliance with all applicable Environmental Laws and, to the Knowledge of the Company, there is no condition that would reasonably be expected to prevent or interfere with compliance with all applicable Environmental Laws and all applicable Company Environmental Permits in the future.

(b)                                 Neither the Company nor any Company Subsidiary has received any written Company Environmental Claim and the Company has no Knowledge of any pending or threatened Company Environmental Claim.

(c)                                  None of the property currently or formerly owned, leased, occupied, or operated by the Company or the Company Subsidiaries is affected by any condition, and there has been no activity or failure to take any action by the Company, that could reasonably be expected to result in a liability or obligation for the Company under any Environmental Law.

(d)                                 No waste has been disposed of by the Company or the Company Subsidiaries at any site or location that could give rise to a liability under any Environmental Law.

(e)                                  No underground storage tanks, friable asbestos, lead-based paint, or polychlorinated biphenyls are located at any property currently owned, leased or operated by the Company or any Company Subsidiaries.

(f)                                   No Hazardous Material has been generated, transported, treated, stored, installed, disposed of, arranged to be disposed of, Released or threatened to be Released at, on, from or under any of the properties or facilities currently or formerly owned, leased or otherwise used by the Company or the Company Subsidiaries, in violation of, or in a manner or to a location that could give rise to liability to the Company or the Company Subsidiaries under Environmental Laws.

(g)                                  Neither the Company nor any Company Subsidiary has assumed by contract, agreement (including any administrative order, consent agreement, release, waiver, lease or sale lease-back) or operation of law, or otherwise agreed, to (i) indemnify or hold harmless any other Person for any violation of any Environmental Law or any obligation or liability thereunder, or (ii) assume any liability for any Release of any Hazardous Material, conduct any response, removal or remedial action with regard to any Release of any Hazardous Material, or implement any institutional controls (including any deed restrictions) regarding any existing Hazardous Materials.

Section 3.17                             Company Assets.

(a)                                 The Company and the Company Subsidiaries have valid title to, or in the case of leased property have valid leasehold interests in, all of their respective material tangible properties and assets (real, personal or mixed) (the “Company Assets”), including all such Company Assets reflected in the Company Balance Sheet or acquired since the date thereof (except as may have been disposed of since September 30, 2016 or may be disposed of after the date of this Agreement in accordance with this Agreement in either case in the ordinary course of business consistent with past practice), in each case, free and clear of any Liens, except Permitted Liens.  All properties and assets (including the Company Real Property) reflected in

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the Company Balance Sheet, taken as a whole, had a fair market and realizable value at least equal to the value thereof as reflected therein, and on the date of the Company Balance Sheet.  Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, all significant operating equipment of the Company and its Subsidiaries is in good operating condition, ordinary wear and tear excepted.

(b)                                 Section 3.17(b)(i) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date hereof of each satellite operated by the Company or any Company Subsidiary (the “Company Satellites”), including with respect to each such Company Satellite (i) the launch date, (ii) the best ground resolution, (iii) the annual collection capacity, (iv) the orbital altitude, (v) the expected end of depreciable life and (vi) the net book value.  The Company or a Company Subsidiary has the right to operate each of the Company Satellites.  As of the date hereof, there are no material abnormalities, material diminution of capacity, material degradation of, material damage to, material loss of or destruction of each such Company Satellite. To the Knowledge of the Company, as of the date of this Agreement, there are no adverse material facts with respect to the operation or performance of or any material anomalies related to the Company Satellite set forth on Section 3.17(b)(ii) of the Company Disclosure Letter that have not been disclosed to Parent in writing as of the date of this Agreement. The Company has not, since January 1, 2014 through the date hereof, been subject to a “Permanent Withhold” performance penalty under the NGA Contract.

Section 3.18                             Real Property.

(a)                                 Section 3.18(a) of the Company Disclosure Letter contains a true, complete and correct list of all Company Owned Real Property as of the date hereof, setting forth information sufficient to specifically identify such Company Owned Real Property and the legal owner thereof. The Company and its Subsidiaries have good, valid and marketable fee simple title to the Company Owned Real Property, free and clear of any Liens other than Permitted Liens.  To the Knowledge of the Company, there are no outstanding options or rights of first refusal to purchase the Company Owned Real Property, or any material portion thereof or interest therein.  Each Company Lease grants the lessee under the Company Lease the right to use and occupy the premises and rights demised thereunder free and clear of any Lien other than Permitted Liens.  Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries has good and valid title to the leasehold estate or other interest created under its respective Company Leases free and clear of any Liens other than Permitted Liens.

(b)                                 The Company Real Property constitutes all the fee, leasehold and other interests in real property held by the Company and its Subsidiaries, and constitutes all of the fee, leasehold and other interests in real property, necessary for the conduct of the business of the Company and its Subsidiaries in substantially the same manner as it is currently conducted as of the date hereof.  The use and operation of the Company Real Property in the conduct of the business of the Company and its Subsidiaries does not violate any instrument of record or agreement affecting the Company Real Property, except for such violations as individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Company Material Adverse Effect.  Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, no current use by the

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Company and its Subsidiaries of the Company Real Property is dependent on a nonconforming use or other governmental approval.

Section 3.19                             Insurance.

(a)                                 Section 3.19(a) of the Company Disclosure Letter sets forth all insurance Contracts relating to satellites owned or operated by, or in the possession of, the Company as of the date hereof.  The Company has made available to Parent true and correct copies of each such insurance Contract.

(b)                                 Since January 1, 2015, the Company and the Company Subsidiaries have maintained continuous insurance coverage, in each case, in those amounts and covering those risks as the Company reasonably has determined to be appropriate or as required by applicable Law.  Neither the Company nor any Company Subsidiary is in material breach or default, and neither the Company nor any Company Subsidiary has taken any action or failed to take any action which, with notice or the lapse of time or both, would constitute such a breach or default, or permit termination or modification, of any material insurance policy.  Neither the Company nor any Company Subsidiary has received any notice of cancellation or termination with respect to any insurance policy of the Company or any Company Subsidiary, except, individually or in the aggregate, as would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.20                             Labor Matters.

(a)                                 Neither the Company nor any Company Subsidiary is, or ever has been, a party or subject to any collective bargaining agreement or any other agreement with any labor union, labor organization or any other representative of employees and, as of the date of this Agreement, there are not, to the Knowledge of the Company, any union organizing activities or representational demands concerning any employees of the Company or any of the Company Subsidiaries, and, to the Knowledge of the Company, there have been no such activities or demands.  As of the date of this Agreement, there are no, and there have not been any, labor strikes, slowdowns, work stoppages or lockouts pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary.

(b)                                 Except as has not had, and would not be reasonably expected to have or result in, a Company Material Adverse Effect, each of the Company and its Subsidiaries: (i) is, and since at least January 1, 2015 has been, in compliance in all material respects with all applicable Laws respecting labor employment and employment practices, terms and conditions of employment, immigration, employee leave, non-discrimination, non-retaliation, recordkeeping, overtime pay, wages and hours, employment standards, human rights, occupational health and safety, workers’ compensations, pay equity and labor relations, and, to the Knowledge of the Company, has not engaged in any unfair labor practices; (ii) has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries and other payments to employees; (iii) is not liable in any material respect for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; (iv) is not liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business consistent with past practice) and

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(v) has properly classified all employees for overtime purposes and has properly classified all independent contractors of the Company and its Subsidiaries. Except to the extent accrued as a current liability on the financial statements of the Company, all material wages, bonuses and other compensation due, if any, and payable as of the Closing Date to present and former employees and contractors who provide, and have provided, services with respect to the Company or any of its Subsidiaries have been paid in full or will be paid in full to such employees and contractors prior to the Closing.

(c)                                  (i) Except as has not had, and would not be reasonably expected to have or result in a Company Material Adverse Effect, there are no actions, suits, claims, labor disputes, grievances or controversies, pending, or to the Knowledge of the Company, threatened involving the Company or any of its Subsidiaries and any of their respective employees or former employees or individuals engaged, or formerly engaged, as independent contractors; (ii) except as has not had, and would not be reasonably expected to have or result in, a Company Material Adverse Effect, there are no complaints, charges, audits, investigations, lawsuits, arbitrations or other proceedings pending, or to the Knowledge of the Company, threatened by or on behalf of or concerning any present or former employee of the Company or any of its Subsidiaries or individuals engaged, or formerly engaged, as independent contractors by the Company or any of its Subsidiaries alleging any claim for damages including breach of any express or implied contract of employment or engagement, wrongful termination, misclassification, infliction of emotional distress or violation of any federal, state, provincial or local statutes or regulations concerning terms and conditions of employment or engagement, including wages and hours, health and safety, termination of employment or engagement or workplace discrimination, retaliation or harassment and (iii) to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries has violated in any material respect any employment contract, nondisclosure agreement or noncompetition agreement by which such employee is bound due to such employee being employed by the Company or any of its Subsidiaries and disclosing to the Company or any such Subsidiary or using confidential or propriety information of any other Person.

(d)                                 The Company and each of its Subsidiaries are and since January 1, 2015 have been, in compliance in all material respects with all notice and other requirements under the Workers’ Adjustment and Retraining Notification Act and any similar foreign, state or local Law relating to plant closings and layoffs.

Section 3.21                             Affiliate Transactions.  Except as set forth on Section 3.21 of the Company Disclosure Letter, from January 1, 2015 through the date of this Agreement there have been no transactions, agreements, arrangements or understandings between the Company or any Subsidiary of the Company, on the one hand, and any affiliates (other than Subsidiaries of the Company) of the Company or other Persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC.

Section 3.22                             Investment Company.  Neither the Company nor any of the Company Subsidiaries is an “investment company,” a company “controlled” by an “investment company,” or an “investment adviser” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), or the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

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Section 3.23                             Investment Canada Act.  The Company does not have either: (a) a place of business in Canada; or (b) assets in Canada used in carrying on its business, each within the meaning of the Investment Canada Act.

Section 3.24                             Recommendation of Company Board; Opinion of Financial Advisor.

(a)                                 The Company Board, at a meeting duly called and held, (i) determined that this Agreement and the transactions contemplated hereby are advisable and are fair to, and in the best interests of, the stockholders of the Company, (ii) approved this Agreement and transactions contemplated hereby, and (iii) resolved to recommend approval and adoption of this Agreement and the Merger by the stockholders of the Company.

(b)                                 The Company has received the oral opinions of (i) each of PJT Partners LP (“PJT Partners”) and (ii) Barclays Capital Inc. (“Barclays”), in each case, to be subsequently confirmed in writing, to the effect that, as of February 23, 2017, and based on and subject to the assumptions, qualifications and limitations set forth in such opinion and the terms and conditions of the related engagement letters, the Merger Consideration to be received by the holders of shares of Company Common Stock (solely in their capacity as such, and excluding the Company, its wholly owned Subsidiaries, Parent and its Affiliates) in the Merger is fair, from a financial point of view, to such holders.  The Company shall deliver to Parent a true, complete and correct copy of such opinions. Each such opinion is for the benefit of the Company Board and may not be relied upon, or, except as may be included or summarized in the Proxy Statement, distributed or otherwise summarized to a third party, by Parent without the prior written consent of the Company and PJT Partners or Barclays, as applicable.

Section 3.25                             Brokers.  Except for PJT Partners and Barclays, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries.  The Company is solely responsible for such fees and expenses of PJT Partners and Barclays. The Company has previously delivered to Parent a true, complete and correct copy of (i) the Company’s engagement letter dated January 31, 2017 with PJT Partners LP and (ii) the Company’s engagement letter dated February 1, 2017 with Barclays.

Section 3.26                             Competition Act.  Without conceding that the Company and the corporations that it controls carries on an “operating business”, as such term is defined under subsection 108(1) of the Competition Act (Canada), the Company, together with its affiliates (as such term is defined under the Competition Act (Canada)), neither has assets in Canada, nor gross revenues from sales in, from or into Canada, in excess of the threshold prescribed under subsection 110(4.1) of the Competition Act (Canada).

Section 3.27                             No Other Representations or Warranties.  Except for the representations and warranties expressly contained in this Article III and Section 5.7(b), neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company or any of its affiliates in connection with this Agreement or the transactions contemplated hereby.  The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article IV and Section 5.7(b) (in each case as qualified

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and limited by the Parent Disclosure Letter), none of Parent, Merlin Holdco and Merger Sub or any of their respective Subsidiaries, or any of their respective affiliates, stockholders or Representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to Parent, Merlin Holdco, Merger Sub or any of their respective Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Company or any of its respective affiliates, stockholders or Representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its respective affiliates, stockholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise.

Section 3.28                             Non-Reliance on Parent Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans.  In connection with the due diligence investigation of Parent, Merlin Holdco, and Merger Sub by the Company and its respective affiliates, stockholders and Representatives, the Company and its respective affiliates, stockholders and Representatives have received from Parent, Merlin Holdco, Merger Sub and their respective affiliates, stockholders and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding Parent, Merlin Holdco and Merger Sub and their respective businesses and operations.  The Company hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans).  The Company expressly disclaims that it is relying upon or has relied upon any representations or warranties or other statements or omissions that may have been made by Parent, Merlin Holdco, Merger Sub or any Person with respect to Parent, Merlin Holdco or Merger Sub other than the representations and warranties set forth in this Agreement.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT, MERLIN HOLDCO AND MERGER SUB

Except (y) as set forth in the Parent Reports publicly available and filed via the SEDAR filing system following January 1, 2015 and at least three Business Days prior to the date of this Agreement (the “Filed Parent Reports”) (excluding any disclosures in such Filed Parent Reports in any risk factor section, any forward-looking disclosure in any section relating to forward-looking statements or any other statements that are non-specific, predictive or cautionary in nature other than historical facts included therein), where the relevance of the information as an exception to (or disclosure for purposes of) a particular representation is reasonably apparent on the face of such disclosure or (z) as set forth in the disclosure letter delivered by Parent to the Company at or before the execution and delivery by Parent of this Agreement (the “Parent Disclosure Letter”), Parent, Merlin Holdco and Merger Sub each hereby represents and warrants to the Company as follows:

Section 4.1                                    Organization, Standing and Power.  Each of Parent and each of the Subsidiaries of Parent (the “Parent Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing,

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to the extent such jurisdiction recognizes such concept), except, with respect to any Parent Subsidiary, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.  Each of Parent and the Parent Subsidiaries has all requisite corporate or other entity power and authority necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.  Each of Parent and the Parent Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.  Parent has delivered or made available to the Company, prior to execution of this Agreement, true and complete copies of (i) the Notice of Articles of Parent in effect as of the date of this Agreement (the “Parent Notice of Articles”) and the Articles of Parent in effect as of the date of this Agreement (the “Parent Articles”) and (ii) the certificate or articles of incorporation and bylaws, or similar organizational documents in effect as of the date of this Agreement of Merlin Holdco and Merger Sub.

Section 4.2                                    Capital Structure.

(a)                                 The authorized share capital of Parent consists of an unlimited number of common shares (“Parent Common Shares”) and an unlimited number of preferred shares (“Parent Preferred Shares” and, together with the Parent Common Shares, the “Parent Capital Stock”).  At the close of business on February 22, 2017, (i) 36,397,607 Parent Common Shares were issued and outstanding, (ii) 1,222,035 Parent Common Shares were reserved and available for issuance pursuant to the Parent Share Plans (a portion of which may be issued in settlement of 6,126,170 stock appreciation rights granted and outstanding under the Parent Share Plans) and (iii) no Parent Preferred Shares were issued and outstanding.  Except as set forth in this Section 4.2(a), at the close of business on February 22, 2017, no shares of capital stock or voting securities of, or other equity interests in, Parent were issued, reserved for issuance or outstanding. Except pursuant to the Parent Share Plans (and awards thereunder), from the close of business on February 22, 2017 to the date of this Agreement, there have been no issuances by Parent of shares of capital stock or voting securities of, or other equity interests in, Parent.

(b)                                 All outstanding shares of Parent Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, or subscription right or any similar right under applicable Law, the Parent Notice of Articles, the Parent Articles or any Contract to which Parent is a party or otherwise bound.  The Parent Common Shares constituting the Stock Consideration will be, when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to, or 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 applicable Law, the Parent Notice of Articles, the Parent Articles or any Contract to which Parent is a party or otherwise bound. Except pursuant to the Parent Share Plans (and awards thereunder) and the Parent Rights Plan, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Parent or any Parent Subsidiary to issue, deliver

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or sell, or cause to be issued, delivered or sold, (i) any Parent Capital Stock or any capital stock of any Parent Subsidiary or any securities of Parent or any Parent Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, (ii) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, or any other obligation of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary or (iii) any rights issued by or other obligations of Parent or any Parent Subsidiary that are linked in any way to the price of any class of Parent Capital Stock or any shares of capital stock of any Parent Subsidiary, the value of Parent, any Parent Subsidiary or any part of Parent or any Parent Subsidiary or any dividends or other distributions declared or paid on any shares of Parent Capital stock or capital stock of any Parent Subsidiary.  Except pursuant to the Parent Share Plans (and awards thereunder) and the Parent Rights Plan, there are not any outstanding obligations of Parent or any of the Parent Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Parent or any Parent Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clauses (i), (ii) or (iii) of the immediately preceding sentence.  There are no debentures, bonds, notes or other Indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote (“Parent Voting Debt”).  Neither Parent nor any of the Parent Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Parent.  Except for this Agreement, neither Parent nor any of the Parent Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Parent or any of the Parent Subsidiaries.

Section 4.3                                    Parent Subsidiaries.

(a)                                 Section 4.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of all of the Parent Subsidiaries as of the date hereof and their respective jurisdictions of incorporation or organization. The respective certificates or articles of incorporation and bylaws or other organizational documents of the Subsidiaries of Parent do not contain any provision limiting or otherwise restricting the ability of Parent to control its Subsidiaries.

(b)                                 All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and non-assessable and are owned by Parent or by another Parent Subsidiary, free and clear of all Liens, and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

(c)                                  Except for the capital stock and voting securities of, and other equity interests in, the Parent Subsidiaries, neither Parent nor any Parent Subsidiary owns, directly or indirectly, any capital stock or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interests in, any Person.

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Section 4.4                                    Authorization; Validity of Agreement.

(a)                                 Parent, Merlin Holdco and Merger Sub have the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent, Merlin Holdco and Merger Sub of this Agreement and the consummation by Parent, Merlin Holdco and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Directors of Parent (the “Parent Board”), the Board of Directors of Merlin Holdco and the Board of Directors of Merger Sub.  Except for the required approval, in accordance with the rules of the TSX, of the issuance of Parent Common Shares in connection with this Agreement by a majority of the votes cast on such matter at a meeting of the shareholders of Parent duly called and held for such purpose (the “Parent Shareholder Approval”) and the adoption of this Agreement by Merlin Holdco, in its capacity as sole stockholder of Merger Sub (which such adoption will be obtained by written consent immediately following the execution and delivery of this Agreement by the parties hereto), no other corporate proceedings on the part of Parent, Merlin Holdco or Merger Sub is necessary to authorize the  performance of this Agreement by Parent, Merlin Holdco and Merger Sub and the consummation of the transactions contemplated hereby.  This Agreement has been duly executed and delivered by Parent, Merlin Holdco and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the Company, is a valid and binding obligation of Parent, Merlin Holdco and Merger Sub enforceable against Parent, Merlin Holdco and Merger Sub in accordance with its terms, except as such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity).

(b)                                 No “moratorium,” “control share,” “fair price” or other antitakeover Law is applicable to the Merger or any of the other transactions contemplated by this Agreement. None of Parent, Merlin Holdco, Merger Sub nor any of their respective affiliates is, nor at any time during the last three years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL. As of the date of this Agreement, none of Parent, Merlin Holdco nor any of their respective Subsidiaries beneficially owns, directly or indirectly, any Company Common Stock, Company Convertible Preferred Stock or other securities convertible into, exchangeable for or exercisable for Company Common Stock or any securities of any Subsidiary of the Company and none of Parent, Merlin Holdco, Merger Sub nor any of their respective Subsidiaries has any rights to acquire any Company Common Stock or Company Convertible Preferred Stock except pursuant to this Agreement.

(c)                                  The Board of Directors of Merger Sub, by written consent duly adopted prior to the date hereof, has (i) determined that this Agreement and the Merger are advisable and fair to and in the best interests of Merger Sub and its stockholder, (ii) duly approved and adopted this Agreement, the Merger and the other transactions contemplated hereby, which adoption has not been rescinded or modified and (iii) submitted this Agreement for adoption by Merlin Holdco, as the sole stockholder of Merger Sub.  Merlin Holdco, as the sole stockholder of Merger Sub, has duly approved and adopted this Agreement, the Merger and the other transactions contemplated hereby, which approval has not been rescinded or modified.

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