Board Approval. The board of directors of the Company (the “Company Board”) (including any required committee or subgroup thereof), by resolutions duly adopted, has # determined that this Agreement and the Transactions are advisable and in the best interest of the Company and the Company Stockholders, # approved this Agreement and the Transactions in accordance with the Company Certificate of Incorporation and declared their advisability, and # resolved to recommend that the stockholders of the Company approve and adopt each of the matters requiring Company Stockholder Approval and directed that this Agreement and the Transactions be submitted for consideration by the Company Stockholders in accordance with Section 5.16.

The board of directors of the Company (the “Company Board”) (including any required committee or subgroup thereof),​ Board, by resolutions duly adopted, hasadopted by a unanimous vote at a meeting of all directors of ​ duly called and held and, not subsequently rescinded or modified in any way, has: # determined that this Agreement and the Transactionstransactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisablefair to, and in the best interestinterests of, ​ and the Stockholders; # approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the Companytransactions contemplated by this Agreement, including the Merger, upon the terms and subject to the Company Stockholders,conditions set forth herein; # approveddirected that this Agreement andbe submitted to a vote of the Transactions in accordance withStockholders for adoption at the Company Certificate of Incorporation and declared their advisability,​ Meeting; and # resolved to recommend that the stockholdersStockholders vote in favor of the Company approve and adopt eachadoption of the matters requiring Company Stockholder Approval and directed that this Agreement and the Transactions be submitted for consideration by the Company Stockholders in accordance with [Section 5.16].Agreement.