Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Each of Parent and Newco has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement and the consummation by Parent and Newco of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated herebyhereby and thereby. This The execution and delivery of this Agreement and the Tender and Voting Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the respective Boards Board of Directors of Parent the Company and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated herebyhereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law). This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes the valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, Company enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof such enforceability (i) may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting or hereafter in effect relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (bii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (regardless if required to consummate the Merger) if the Purchaser purchases Shares pursuant to the Offer whether or not the Board of whether enforceability is considered in a proceeding Directors of the Company determines at law or in equity)any time subsequent to the Company Board Meeting that this Agreement no longer advisable and recommends that Shareholders reject it.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite corporate power and authority to execute and deliver this Agreement and and, subject to approval of this Agreement by the holders of two-thirds of the outstanding Shares in accordance with the MBCL, to consummate the transactions contemplated hereby. This Agreement and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by the respective Boards Board of Directors of Parent the Company and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, with respect to the Merger, the approval of this Agreement by the holders of two-thirds of the outstanding Shares in accordance with the MBCL). This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Newco, constitutes the valid and binding agreement of each of Parent and Newcothe Company, enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law law). The Company has taken, or will take in equityaccordance with Section 6.14, all action necessary to ensure that, so long as this Agreement shall not have been terminated pursuant to Article VIII hereof, no "Rights" (as that term is defined in that certain Rights Agreement dated as of September 23, 1993 (the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, a New York corporation) are issued or required to be issued to the stockholders of the Company by virtue of the execution and delivery of this Agreement or the Textron Voting Agreement. The Company and each Company Subsidiary have taken all necessary action to exempt the transactions contemplated by this Agreement and the Textron Voting Agreement from, or if necessary to challenge the validity or applicability of, any applicable "moratorium," "fair price," "business combination," "control share" or other state anti- takeover Laws (collectively, "Takeover Laws"), including, without limitation, Chapters 110C, 110D, 110E and 110F of the Massachusetts General Laws. Each of the Company and each Company Subsidiary has taken all action so that the entering into of this Agreement and the Textron Voting Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and the Textron Voting Agreement do not and will not result in the grant of any rights to any person under the Articles of Organization or Articles or Certificate of Incorporation, By-Laws or other governing instruments of the Company or any Company Subsidiary or restrict or impair the ability of Parent or any of its subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of the Company or any Company Subsidiary that may be directly or indirectly acquired or controlled by it or to otherwise engage in transactions with the Company or any Company Subsidiary.

Authority Relative to this Agreement. Each The board of Parent directors of Merger Sub has approved this Agreement and Newco declared it and the Merger to be advisable, and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the respective Boards boards of Directors directors of Parent and Newco Merger Sub and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated herebySub. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that the enforcement hereof may be limited by (a) subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar Laws now or hereafter in effect laws of general applicability relating to or affecting creditors' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations under this Agreement, and, except for any required approval by the Company’s stockholders in connection with the consummation of the Merger, to consummate the transactions contemplated herebyby this Agreement. This The execution and delivery of this Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby by this Agreement have been duly and validly authorized and approved by the respective Boards of Directors of Parent Board and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize or approve this Agreement or (other than, with respect to consummate the transactions contemplated herebyMerger, the approval and adoption of the Merger and this Agreement by holders of the Shares to the extent required by the Company’s certificate of incorporation and by applicable law). This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming the due and valid authorization, execution, and delivery of this Agreement by the Parent and the Purchaser, constitutes the a legally valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, Company enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof such enforceability (a) may be limited by (a) bankruptcy, insolvency, reorganizationmoratorium, moratorium or other similar Laws now laws affecting or hereafter in effect relating to the enforcement of creditors' ’ rights generally and (b) is subject to general principles of equity (regardless equity. The Board, at a meeting duly called and held, has taken all actions necessary under the DGCL, including approving the Offer, the Merger, this Agreement, and the transactions contemplated hereby and thereby, which approval the Board has determined is sufficient so that the restrictions set forth in Section 203 of whether enforceability is considered the DGCL do not, and will not, apply to the Parent or the Purchaser in a proceeding at law or in equity)connection with the proposed business combination with the Company contemplated hereby and thereby.

Authority Relative to this Agreement. Each of Parent the Company and Newco each Company Subsidiary which is a party to any of the Ancillary Agreements (each such subsidiary, a "CONTRACTING SUBSIDIARY") has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby (but only to the extent it is a party thereto). This The execution and delivery of this Agreement by the Company and of the Ancillary Agreements by the Company and each Contracting Subsidiary (to the extent it is a party thereto) and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been been, or with respect to Contracting Subsidiaries will be prior to the Record Date, duly and validly authorized by the respective Boards of Directors of Parent the Company and Newco and by Parent as each Contracting Subsidiary (to the sole stockholder of Newco, and, except for (i) the affirmative vote of extent it is a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposalparty thereto) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are the Company or each Contracting Subsidiary (to the extent it is a party thereto), including, without limitation, any approval by the stockholders of the Company, are, or with respect to Contracting Subsidiaries will be prior to the Record Date, necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated herebyhereby or thereby (other than (a) with respect to the Merger, the approval and adoption of this Agreement by the holders of the requisite number of the outstanding Shares and (b) the establishment of the Record Date and the Distribution Date (each as defined in the Distribution Agreement) by the Board of Directors of the Company). This Agreement has been, and each of the Ancillary Agreements have been or will prior to the Record Date be, duly and validly executed and delivered by the Company and each Contracting Subsidiary (to the extent it is a party thereto) and constitute or (to the extent such agreement is not being entered into as of Parent and Newco and, assuming this Agreement constitutes the date hereof) will constitute a valid and binding agreement of the Company, constitutes Company and each Contracting Subsidiary (to the valid and binding agreement of each of Parent and Newcoextent it is a party thereto), enforceable against the Company and each of them Contracting Subsidiary (to the extent it is a party thereto) in accordance with its terms, terms except to the extent that the enforcement hereof thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws laws, now or hereafter in effect effect, relating to the creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of two-thirds of the Shares, determined on a fully-diluted basis, is the only vote of the holders of any class or series of Company capital stock necessary to approve the Merger. SECTION 4.4.

Authority Relative to this Agreement. Each of Parent Laser and Newco Laser Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and, if a party thereto, the Registration Rights Agreement, to perform its obligations hereunder and, if a party thereto, thereunder and to consummate the transactions contemplated herebyhereby and, if a party thereto, thereby. This The execution, delivery and performance of this Agreement and the Registration Rights Agreement, and the consummation of the transactions contemplated hereby, thereby and by Parent the Company Merger Agreement, have been duly authorized by all necessary corporate action on the part of Laser and Newco Laser Merger Sub and no other corporate action on the part of Laser or Laser Merger Sub (including on the part of their respective stockholders) is required to authorize the execution, delivery and performance hereof or thereof and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated herebythereby. This Agreement has been duly and validly executed and delivered by each of Parent Laser and Newco and, assuming this Agreement Laser Merger Sub and constitutes the valid and binding agreement obligation of the CompanyLaser and Laser Merger Sub, constitutes assuming it is the valid and binding agreement of each obligation of Parent Holdings and NewcoHoldings, enforceable against each of them Laser and Laser Merger Sub in accordance with its terms, except that the such enforcement hereof may be limited by (a) subject to any bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to creditors' rights generally and (b) general principles other forms of equity (regardless equitable relief may be subject to equitable defenses and the discretion of whether enforceability is considered the court before which any proceedings therefore may be brought. Prior to the Holdings Effective Time, the Registra- tion Rights Agreement will have been duly executed and delivered by Laser and, assuming that it constitutes the valid and binding agreement of Parent Holdings, will constitute the valid and binding obligation of Laser enforceable against Laser in a proceeding at law accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in equity)effect relating to or limiting creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

Authority Relative to this Agreement. Each of Parent and Newco ETP has the requisite corporate full limited partnership power and authority to execute and deliver this Agreement and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement, including the CCE Acquisition Agreement, and to consummate the transactions contemplated herebyhereby and thereby. This The execution, delivery and performance of this Agreement and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement (including the CCE Acquisition Agreement) and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by all the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast necessary action on the proposal to approve the issuance part of shares of Parent Common Stock in the Merger ETP, and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco ETP are necessary to authorize this Agreement and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement (including the CCE Acquisition Agreement) or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been and the CCE Acquisition Agreement each have been, and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement as of the Closing Date will be, duly and validly executed and delivered by each of Parent ETP, and Newco andassuming that this Agreement, assuming the CCE Acquisition Agreement and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement constitutes and the CCE Acquisition Agreement constitute legal, valid and binding agreement agreements of the Companyother parties thereto are (in the case of this Agreement) or will be as of the Closing Date (in the case of the other agreements, constitutes the valid documents and binding agreement of each of Parent instruments to be executed and Newcodelivered in connection with this Agreement), enforceable against each of them ETP in accordance with its their respective terms, except that the enforcement hereof such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting or hereafter in effect relating to enforcement of creditors' ’ rights generally and (b) or general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. This The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the respective Boards of Directors part of Parent and Newco Merger Sub, and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming this Agreement due authorization, execution and delivery by the other parties hereto, constitutes the a legal, valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that subject to the enforcement hereof may be limited by (a) effect of any applicable bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting creditors' ’ rights generally and (b) subject to the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Each of Parent and Newco Purchaser has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement by each of Parent and Purchaser and the consummation by each of Parent and Newco Purchaser of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the respective Boards of Directors part of Parent and Newco Purchaser and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco or Purchaser are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than, in the case of Parent where the Cash Alternative Structure is not required to be effected), (i) the issuance of the shares of Parent Common Stock in the Merger pursuant to this Agreement requires the approval of a majority of the votes cast at a meeting at which there is a quorum by the holders of the Parent Common Stock and the Convertible Preferred Stock, voting together and not as separate classes, and (ii) an amendment to the Restated Certificate of Incorporation of Parent to increase the number of authorized shares of Parent Common Stock to 400 million (the "Charter Amendment") requires the approval of the holders of a majority of the outstanding shares of (A) Parent Common Stock, voting as a class, and (B) Parent Common Stock and Convertible Preferred Stock, voting together and not as separate classes (collectively, the "Parent Stockholder Approval"), and, in the case of Purchaser, the filing of appropriate merger documents as required by the BCL). If the Cash Alternative Structure is required to be effected, no vote of the stockholders of Parent shall be required to authorize this Agreement or to consummate the transactions contemplated hereby, including the issuance of the shares of Parent Common Stock in the Merger pursuant to this Agreement. Prior to the Effective Time, the Board of Directors of Parent, or an appropriate committee of non-employee directors thereof, will have adopted a resolution consistent with the interpretive guidance of the SEC so that the acquisition by any officer or director of the Company who may become a covered person of Parent for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder ("Section 16") of shares of Parent Common Stock or options to acquire Parent Common Stock pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16. The 33 29 Board of Directors of Parent by resolutions duly adopted by a unanimous vote of the directors present at a meeting duly called and held and not subsequently rescinded or modified in any way has duly (A) approved and adopted this Agreement and the transactions contemplated hereby (including but not limited to the Offer, the Merger and the Charter Amendment), (B) determined that this Agreement and the transactions contemplated hereby (including but not limited to the Offer, the Merger and the Charter Amendment) are fair to and in the best interests of Parent and (C) resolved to recommend that the stockholders of Parent vote in favor of the matters described in the second preceding sentence. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Purchaser and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery hereof by the Company, constitutes the a legal, valid and binding agreement obligation of each of Parent and Newco, Purchaser enforceable against each of them Parent and Purchaser in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite ------------------------------------ all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject in the case of the Merger, to the adoption of this Agreement and approval of the Merger by the stockholders of the Company to the extent so required by the Delaware Law. This The Board, at a meeting duly called and held on February 28, 1999, (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the transactions contemplated by the Stockholder Agreement and (iii) recommended in satisfaction of all applicable requirements for Board action under Section 251 of the Delaware Law in order for the Merger to be validly approved that the stockholders of the Company accept the Offer, tender their Shares thereunder and, to the extent required by applicable law, approve and adopt this Agreement and the Merger. Such approvals constitute all Board action required to be taken in connection with this Agreement, the Merger and the other transactions contemplated hereby by Section 251 of the Delaware Law in order for the Merger to be validly approved. The execution, delivery and performance of this Agreement and the consummation by Parent and Newco of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent Board and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby(other than and only to the extent required by Delaware Law, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the outstanding Shares and the filing of the Certificate of Merger). The Board has taken all action necessary with respect to the transactions contemplated hereby and by the Stockholder Agreement so as to render inapplicable to such transactions, including, without limitation, the Merger and the purchase of Shares pursuant to the Stockholder Agreement, the restrictions on business combinations contained in Section 203 of the Delaware Law. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement it constitutes the a valid and binding agreement of the Companyother parties hereto, constitutes the a legal, valid and binding agreement obligation of each of Parent and Newco, the Company enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or and other similar Laws now or hereafter in effect laws relating to creditors' rights generally and (b) or affecting creditors generally, or by general equity principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite full corporate power and authority to execute execute, deliver and deliver perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly approved by the Board, and the execution, delivery and performance of this Agreement and the consummation by Parent and Newco of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, Board and, except for (i) the affirmative vote approval of the Merger by the holders of at least a majority of the votes represented by shares of Parent Common Stock cast (whether Shares in person or by proxy) at accordance with the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment")DGCL, no other corporate proceedings actions on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the acquisition of Shares pursuant to the Offer and the Merger. The Company has taken all actions necessary to render the prohibitions of Section 203 of the DGCL and the provisions of Article EIGHTH of the Certificate of Incorporation to be inapplicable to the execution and delivery of this Agreement and the Stockholder Tender Agreement and the transactions contemplated hereby and thereby, including the acquisition of the Shares pursuant to the Offer and the Merger. To the knowledge of the Company, no other "fair price", "merger moratorium", "control share acquisition" or other anti-takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement due authorization, execution and delivery by the Parent and the Purchaser, constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except to the extent that the enforcement hereof enforceability may be limited by (a) applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors' rights generally as at the time in effect and (b) by general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding in equity or at law or in equity)law.

Authority Relative to this Agreement. Each of Parent Acquiror and Newco has the requisite Xxxxxx Sub have all necessary corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions, in each case, subject to obtainment of the Acquiror Shareholders Approval. This The execution and delivery of this Agreement by each of Acquiror and Merger Sub and the consummation by Parent each of Acquiror and Newco Merger Sub of the transactions contemplated hereby Transactions have been been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco Acquiror or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Domestication and the filing and recordation of appropriate documents as required by the Companies Act, (b) the Merger, (c) the Acquiror Shareholders Approval, (d) the approval and adoption of this Agreement by Acquiror, as the sole stockholder of Merger Sub, (e) the filing and recordation of appropriate merger documents as required by the DGCL and (f) with respect to the issuance of Acquiror Common Stock and adoption of the Acquiror Certificate of Incorporation, the approval of a majority of the then-outstanding shares of Acquiror Common Stock). This Agreement has been duly and validly executed and delivered by each of Parent Xxxxxxxx and Newco Xxxxxx Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a legal, valid and binding agreement obligation of each of Parent and NewcoAcquiror or Merger Sub, enforceable against each of them Acquiror or Merger Sub in accordance with its termsterms subject to the Remedies Exceptions. The Acquiror Board has approved this Agreement and the Transactions, except and such approvals are sufficient so that any restrictions on business combinations set forth in the enforcement hereof may be limited by (a) bankruptcyAcquiror Charter, insolvencyif any, reorganizationshall not apply to the Merger, moratorium this Agreement, any Ancillary Agreement or any of the other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)Transactions.

Authority Relative to this Agreement. Each of the Seller Parent and Newco the Seller has the requisite full corporate power and authority to execute and deliver enter into this Agreement Agreement, and, subject to obtaining the Seller Parent Shareholders’ Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement by each of the Seller Parent and the Seller and the consummation by Parent and Newco each of them of the transactions contemplated hereby have been duly and validly authorized approved by the their respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, (and, except for (i) in the affirmative vote of a majority case of the votes represented by shares Seller, all of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"its direct shareholders), and no other corporate proceedings on the part of the Seller Parent and Newco or the Seller are necessary to authorize the execution, delivery and performance of this Agreement or to consummate by the Seller Parent and the Seller and the consummation by the Seller Parent and the Seller of the transactions contemplated hereby, other than obtaining the Seller Parent Shareholders’ Approval. The Board of Directors of the Seller Parent has unanimously passed a resolution declaring the advisability of this Agreement and the purchase and sale of the Shares (the “Share Purchase”) and the other transactions contemplated hereby and resolving that the same be submitted for consideration by the shareholders of the Seller Parent. This Agreement has been duly and validly executed and delivered by each of the Seller Parent and Newco andthe Seller and constitutes a legal, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of each of Parent and Newco, them enforceable against each of them in accordance with its terms, except that the enforcement hereof as enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors' ’ rights generally and (b) by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Each of Parent Buyer and Newco Merger Sub has the requisite full corporate power and authority to execute and deliver this Agreement and, assuming approval of the Merger by the Merger Sub and to consummate the transactions contemplated hereby. This approval of Merger, the adoption of the Merger Agreement and the consummation by Parent and Newco approval of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Buyer Common Stock by the Required Buyer Shareholder Vote on the Buyer Record Date at the Buyer Special Meeting or any adjournment or postponement of such meeting in accordance with California Law and the Bylaws of the Buyer, consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement (and, in the case of Buyer, the Voting Agreements), and the consummation of the Merger, the issuance of the shares of Buyer Common Stock in connection with the Merger and the other transactions contemplated by this Agreement represents a majority (and, in interest the case of all securities of Parent entitled to vote on such proposal) Buyer, the Voting Agreements), have been duly and (ii) validly authorized by the affirmative unanimous vote of the holders board of 66 2/3% directors of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment")Buyer and Merger Sub, and no other corporate proceedings on the part of Parent and Newco Buyer or Merger Sub are necessary to authorize this Agreement (and, in the case of Buyer, the Voting Agreements), to issue the shares of Buyer Common Stock in connection with the Merger, or to consummate the Merger and the other transactions contemplated herebyby this Agreement (or, in the case of Buyer, the Voting Agreements), other than, with respect to the Merger, the (a) approval of the Merger by the shareholder of Merger Sub and (b) approval of the Merger, the adoption of the Agreement and the approval of the issuance of Buyer Common Stock in the Merger by the Required Buyer Shareholder Vote on the Buyer Record Date at the Buyer Special Meeting or any adjournment or postponement thereof to the extent required by California Law or the NASDAQ Marketplace Rules and (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by each of Parent Buyer and Newco Merger Sub and, assuming this Agreement due authorization, execution and delivery by the Company, constitutes the a valid and binding agreement of the Company, constitutes the valid Buyer and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Buyer and Merger Sub in accordance with its terms, except to the extent that the enforcement hereof its enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors' ’ rights generally and (b) or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. Each Subject only to the approval of Parent and Newco the Company’s stockholders as described below, the Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery by the Company of this Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority part of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at Company, subject only to the stockholders meeting of Parent contemplated by Section 6.7(b) approval of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in and the Merger and by the other transactions contemplated Company’s stockholders by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% a majority of the outstanding shares of Parent Company Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase as required by the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as GCL and the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated herebyCompany Charter. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes the legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to creditors' ’ rights generally and (b) by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law law). As of the date of this Agreement, the Board of Directors of the Company has unanimously determined that it is fair to, advisable and in the best interests of the Company’s stockholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement, and has unanimously recommended that the Company’s stockholders approve and adopt this Agreement and the Merger, and, unless notice thereof has been given to Parent in the manner required by this Agreement, none of the aforesaid actions by the Company’s Board of Directors has been amended, rescinded or in equity)modified. The action taken by the Company’s Board of Directors constitutes approval of the Merger and the other transactions contemplated hereby by the Company’s Board of Directors under the provisions of Section 203 of the GCL such that Section 203 of the GCL does not apply to this Agreement or the transactions contemplated hereby. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement and no other vote of any holders of shares of the Company’s capital stock is necessary to approve any of the transactions contemplated hereby.

Authority Relative to this Agreement. Each of Parent WinVest and Newco has the requisite corporate Merger Subs have all necessary power and authority to execute and deliver this Agreement and the Ancillary Agreements to which WinVest or the Merger Subs (as applicable) are or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions Transactions. The execution and delivery of this Agreement and each Ancillary Agreement to which each of WinVest and each Merger Sub is, or is contemplated hereby. This Agreement to be, a party and the consummation by Parent each of WinVest and Newco each Merger Sub of the transactions Transactions contemplated hereby and thereby, have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco WinVest or Merger Sub are necessary to authorize this Agreement, any Ancillary Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Mergers, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of WinVest Common Stock and by the holders of a majority of the then-outstanding Merger Sub I Interests and Merger Sub II Interests, and the filing and recordation of appropriate merger documents as required by the DLLCA, and (b) with respect to the issuance of WinVest Common Stock and the amendment and restatement of the WinVest Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of WinVest Common Stock). This Agreement and each Ancillary Agreement has been been, or shall be when delivered, duly and validly executed and delivered by each of Parent WinVest and Newco the Merger Subs (as applicable) and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a legal, valid and binding agreement obligation of each of Parent WinVest and Newcothe Merger Subs (as applicable), enforceable against each of them WinVest or the applicable Merger Sub in accordance with its terms, except that subject to the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite all -------------------------------------------------- necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby (other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority of the Shares if and to the extent required by applicable law, and the filing of appropriate merger documents as required by the DGCL and the VSCA). This The execution, delivery and performance of this Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby(other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority of the Shares if and to the extent required by applicable law, and the filing of appropriate merger documents as required by the DGCL and the VSCA). This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery hereof by Parent and Purchaser, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, Company enforceable against each of them the Company in accordance with its terms. The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby (including but not limited to the Offer and the Merger and the Stock Option Agreement, except that and the enforcement hereof may be limited transactions contemplated by each such agreement) so as to render inapplicable hereto and thereto the limitation on business combinations contained in Section 203 of the DGCL (a) bankruptcyor any similar provision). As a result of the foregoing actions subject to the applicability of Section 253 of the DGCL, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating the only vote required to creditors' rights generally and (b) general principles authorize the Merger is the affirmative vote of equity (regardless a majority of whether enforceability is considered in a proceeding at law or in equity)the outstanding Shares.

Authority Relative to this Agreement. Each of Parent Palatin and Newco has Merger Subsidiary have the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to approval of this Agreement by the holders of Palatin Common Stock and Series A Convertible Preferred Stock and by the holder of all of Merger Subsidiary's issued and outstanding common stock (the "Sole Shareholder"), to consummate the transactions contemplated herebyMerger and to perform its obligations hereunder. This The execution and delivery of this Agreement and the consummation by Parent and Newco of the transactions contemplated hereby have been duly and validly authorized by Palatin's and Merger Subsidiary's Board of Directors. This Agreement constitutes a valid and legally binding obligation of Palatin and Merger Subsidiary enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the respective Boards enforcement of Directors creditors' rights generally and except that the availability of Parent and Newco and by Parent as equitable remedies, including specific performance, is subject to the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority discretion of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at court before which any proceeding therefor may be brought. Except for the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote approval of the holders of 66 2/3% Palatin Common Stock and the holders of the shares Palatin Series A Convertible Preferred Stock, each described in Section 3.7(b), and the approval of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment")Sole Shareholder, no other corporate proceedings on the part of Parent Palatin and Newco Merger Subsidiary are necessary to authorize this Agreement or to consummate and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco and, assuming this Agreement constitutes the valid and binding agreement Except as set forth in Section 5.4 of the CompanyPalatin Disclosure Schedule or the Palatin SEC Reports, constitutes the valid Palatin and binding agreement of each of Parent and NewcoMerger Subsidiary are not subject to or obligated under (i) any charter, enforceable against each of them in accordance with its termsbylaw, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium indenture or other similar Laws now loan document provision or hereafter (ii) any other contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Palatin or any of its subsidiaries or their respective properties or assets which would be breached or violated, or under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit, by its executing and carrying out this Agreement, other than, in effect relating to creditors' rights generally the case of clause (ii) only, (A) any breaches, violations, defaults, terminations, cancellations, accelerations or losses which, either singly or in the aggregate, will not have a Palatin Material Adverse Effect or prevent the consummation of the transactions contemplated hereby and (bB) general principles the laws and regulations referred to in the next sentence. Except as disclosed in Section 5.4 of equity (regardless of whether enforceability is considered Palatin Disclosure Schedule or, in a proceeding at law connection, or in equity)compliance, with the provisions of the Securities Act, the Exchange Act, and the corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Palatin and Merger Subsidiary of the Merger or the other transactions contemplated hereby, other than filings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have a Palatin Material Adverse Effect or prevent the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement. Each of Parent and Newco (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby (other than, with respect to the consummation of the Merger, the approval of the Merger by the holders of a majority of the outstanding shares of Company Common Stock at any meeting of such stockholders called for such purpose, if necessary (the "Company Stockholders Meeting")). This The execution, delivery and performance of this Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority part of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger Company, and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby(other than, with respect to the consummation of the Merger, the approval of the Merger by the holders of a majority of the outstanding shares of Company Common Stock at the Company Stockholders Meeting, if required). This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding agreement obligation of the CompanyCompany (other than, constitutes with respect to the valid and binding agreement consummation of each the Merger, the approval of Parent and Newcothe Merger by the holders of a majority of the outstanding shares of Company Common Stock at the Company Stockholders Meeting, enforceable against each of them in accordance with its termsif required), except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement, and, subject to the terms and conditions of this Agreement and obtaining the necessary approvals of Parent's stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated herebyby this Agreement. This The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by Parent and Newco of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors each of Parent and Newco and by Parent as the sole stockholder Merger Sub of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of have been duly and validly authorized by all securities of Parent entitled to vote on such proposal) necessary corporate action and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated herebyby this Agreement other than: (a) the filing and recordation of appropriate merger documents as required by the MBCL; (b) the approval of the issuance of shares of Parent Common Stock pursuant to the Merger by the holders of a majority of the votes cast at the Parent Stockholders' Meeting (as defined in Section 6.01) as required by the rules of the NYSE; (c) the approval of the Parent Proposals by the requisite votes of the holders of Parent Common Stock at the Parent Stockholders' Meeting; and (d) the filing and recordation of the Parent Charter Amendment, as required by the Delaware General Corporation Law (the "DGCL") and subject to the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a legal, valid and binding agreement obligation of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to creditors' rights generally and (b) by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Each The Board of Parent Directors of ------------------------------------ Merger Sub has declared the Merger advisable and Newco Merger Sub has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Board of Directors of Parent has declared the issuance of Parent Shares advisable and Parent has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and, subject to the approval by the stockholders of Parent of the amendment to Parent's Certificate of Incorporation to increase Parent's authorized capital stock in order to allow for the issuance of Parent Shares by virtue of the Merger and the approval of the issuance of Parent Shares by the stockholders of Parent in accordance with the NNM listing requirements, to consummate the transactions contemplated hereby. This Agreement and the consummation by Parent and Newco of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco Merger Sub and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco or Merger Sub (including, in the case of Merger Sub, all stockholder action by Parent as its sole stockholder) are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than the approval by the stockholders of Parent of the amendment to Parent's Certificate of Incorporation to increase Parent's authorized capital stock in order to allow for the issuance of Parent Shares by virtue of the Merger and the approval of the issuance of Parent Shares by the stockholders of Parent in accordance with the NNM listing requirements). This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that the enforcement hereof may be limited by (a) subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar Laws now or hereafter in effect laws of general applicability relating to or affecting creditors' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco SPAC has the requisite corporate all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. This The execution and delivery of this Agreement and the other Transaction Documents to which SPAC is or will be a party by SPAC, and the consummation by Parent and Newco SPAC of the transactions contemplated hereby Transactions, have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco SPAC are necessary to authorize this Agreement and the other Transaction Documents to which it is or will be a party, or to consummate the transactions contemplated herebyTransactions (other than with respect to the SPAC Merger, the approval and adoption of this Agreement by the holders of a majority of the outstanding shares of SPAC Common Stock as of the record date for the SPAC Stockholders’ Meeting, and the filing and recordation of appropriate merger documents as required by the DGCL. This Each of this Agreement and the other Transaction Documents to which SPAC is or will be a party has been, or will be, has been duly and validly executed and delivered by each of Parent and Newco SPAC and, assuming this Agreement due authorization, execution and delivery by the Company, Holdco and the Merger Subs, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and NewcoSPAC, enforceable against each of them SPAC in accordance with its termsterms subject to the Remedies Exceptions. The SPAC Board has approved this Agreement and the Transactions, except and such approvals are sufficient so that the enforcement hereof may be limited by (a) bankruptcyrestrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the SPAC Merger, insolvencythis Agreement, reorganizationthe Sponsor Support Agreement, moratorium any Ancillary Agreement or any of the other similar Laws now Transactions. To the knowledge of the SPAC, no other state takeover statute is applicable to the SPAC Merger or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)the other Transactions.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, with respect to the Merger, obtaining the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery by BioSante, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except to the extent that the enforcement hereof its enforceability may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws now or hereafter in effect relating to affecting the enforcement of creditors' ’ rights generally and (bby general equitable principles. The Company Board has approved this Agreement and the transactions contemplated hereby and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) general principles of equity (regardless the DGCL shall not apply to the Merger or any of whether enforceability the transactions contemplated hereby, and such approvals have not been withdrawn or modified. No other state “moratorium,” “control share,” “fair price” or other takeover statute or regulation is considered in a proceeding at law applicable to the Company with respect to the Merger or in equity)the other transactions contemplated by this Agreement.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority authority, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. This The execution and delivery by each of Parent and Merger Sub of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each of Parent and Newco a Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action by the respective Boards of Directors of Parent and Newco Merger Sub, and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings action on the part of the Board of Directors of either Parent or Merger Sub is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Parent and Newco are necessary to authorize this Agreement or to consummate Merger Sub of the transactions contemplated herebyhereby and thereby. This Agreement has and the Ancillary Agreements to which Parent and/or Merger Sub is a party have been or will be, as applicable, duly and validly executed and delivered by each of Parent and Newco and/or Merger Sub, as applicable, and, assuming this Agreement the due authorization, execution and delivery hereof by the Company and/or the other parties thereto, constitutes the or will constitute, as applicable, a legal, valid and binding agreement of the Company, constitutes the valid and binding agreement of each obligation of Parent and Newcoand/or Merger Sub, as applicable, enforceable against each of them Parent and/or Merger Sub, as applicable, in accordance with its respective terms, except that as the enforcement hereof enforceability thereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws now or hereafter in effect relating to the enforcement of creditors' rights generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each Subject only to the approval of Parent and Newco the Company's stockholders as described below, the Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery by the Company of this Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority part of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at Company, subject only to the stockholders meeting of Parent contemplated by Section 6.7(b) approval of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in and the Merger and by the other transactions contemplated Company's stockholders by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% a majority of the outstanding shares of Parent Company Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase as required by the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as GCL and the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated herebyCompany Charter. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes the legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to creditors' rights generally and (b) by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law law). As of the date of this Agreement, the Board of Directors of the Company has unanimously determined that it is fair to, advisable and in the best interests of the Company's stockholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement, and has unanimously recommended as of the date of this Agreement that the Company's stockholders approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company's Board of Directors has been amended, rescinded or in equity)modified as of the date hereof. The action taken by the Company's Board of Directors constitutes approval of the Merger and the other transactions contemplated hereby by the Company's Board of Directors under the provisions of Section 203 of the GCL such that Section 203 of the GCL does not apply to this Agreement or the transactions contemplated hereby. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and no other vote of any holders of shares of the Company's capital stock is necessary to approve any of the transactions contemplated hereby.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyMerger. This The execution and delivery of this Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby Merger have been duly and validly authorized by all necessary corporate action on the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority part of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger Company, and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the Merger (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding Shares, if and to the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the DGCL). The Company represents that the Board, at a meeting duly called and held on September 30, 2007, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the holders of Shares, (ii) approved, adopted and declared advisable this Agreement and the Merger and (iii) resolved to recommend that the holders of Shares approve and adopt this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Purchaser, constitutes the legal, valid and binding agreement obligations of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except that the as such enforcement hereof may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting or hereafter in effect relating to enforcement of creditors' ’ rights generally generally, and (bii) general principles equitable principles. The Board has unanimously approved this Agreement and the Merger and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of equity (regardless the DGCL shall not apply to the Merger. To the knowledge of whether enforceability the Company, no other state takeover statute is considered in a proceeding at law or in equity)applicable to the Merger.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite all necessary corporate power and authority (a) to execute and deliver this Agreement, and (b) assuming the approval of the Merger and adoption of this Agreement by the requisite vote of the Company's stockholders under the DGCL, the Company's Bylaws and applicable Nasdaq rules, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. This The execution and delivery of this Agreement by the Company and the consummation by Parent and Newco the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative unanimous vote of the holders board of 66 2/3% directors of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment")Company, and no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions so contemplated hereby(other than, with respect to the Merger, the approval of the Merger and adoption of this Agreement by the requisite vote of the Company's stockholders the DGCL, the Company's Bylaws and applicable Nasdaq rules, and the filing and recordation of appropriate merger documents as required by the DGCL). The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholder's Meeting is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Merger and adopt this Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except that as the enforcement hereof thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting enforcement of creditors' rights generally and (b) except as enforcement thereof is subject to general principles of equity (regardless of whether enforceability enforcement is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Each of Parent and Newco has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement and the consummation by Parent and Newco of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent the WSMP and Newco and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them Sub in accordance with its terms. Each of WSMP and Sub has all requisite corporate power and authority to enter into this Agreement, except that and Sub has all requisite corporate power and authority to carry out the enforcement hereof may be limited by Merger contemplated hereby. The Board of Directors of Sub has, subject to the terms and conditions set forth herein: (a) bankruptcydetermined that this Agreement and the transactions contemplated hereby, insolvencyincluding the Merger, reorganizationare fair to, moratorium or other similar Laws now or hereafter and in effect relating to creditors' rights generally and the best interests of, the sole shareholder of Sub; (b) general principles adopted and approved this Agreement and the transactions contemplated hereby, including the Merger, in all respects; and (c) recommended that WSMP, as the sole shareholder of equity Sub, approve this Agreement and the Merger. The Board of Directors of WSMP, at a meeting duly called and held, has, subject to the terms and conditions set forth herein; (regardless d) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, WSMP and its shareholders; (e) on behalf of whether enforceability is considered WSMP as the sole shareholder of Sub, approved this Agreement and the transactions contemplated hereby, including the Merger and the issuance of the Merger Consideration therein, in all respects; and (f) recommended that the shareholders of WSMP approve the issuance of the Merger Consideration in the Merger, provided, however, that such recommendation may be withdrawn, modified or changed to the extent that the Board of Directors of WSMP, upon making a proceeding at law or WSMP Board Determination (as defined in equity)Section 5.9(c) of this Agreement, determines that it must do so.

Authority Relative to this Agreement. Each of Parent the Purchaser and Newco the Guarantor has the requisite corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and any other agreements and documents contemplated hereunder and (subject to consummate obtaining the Interim Order, the Final Order and the Required Approval) to perform its obligations hereunder and thereunder and to complete the transactions contemplated herebyhereunder and thereunder. This The execution and delivery of this Agreement and any other agreements and documents contemplated hereunder and the consummation performance by Parent and Newco each of the transactions contemplated hereby Purchaser and the Guarantor of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the respective Boards part of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority each of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger Purchaser and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) Guarantor and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent the Purchaser and Newco the Guarantor are necessary to authorize the execution and delivery by it of this Agreement or and any other agreements and documents contemplated hereunder or, subject to consummate obtaining the Required Approval, the Interim Order and the Final Order, the completion by the Purchaser and the Guarantor of the transactions contemplated herebyhereby and thereby. This Agreement has been duly and validly executed and delivered by each of Parent the Purchaser and Newco andthe Guarantor and constitutes a legal, assuming this Agreement constitutes the valid and binding agreement obligation of the Company, constitutes Purchaser and the valid and binding agreement of each of Parent and Newco, Guarantor enforceable against each of them the Purchaser and the Guarantor in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or and other similar Laws now or hereafter in effect relating to or affecting the availability of equitable remedies and the enforcement of creditors' ’ rights generally and (b) general principles of equity (regardless and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of whether enforceability is considered in a proceeding at law or in equity)court of competent jurisdiction.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby (including the Merger), and Parent has all necessary corporate power and authority to execute and deliver the Company Voting Agreements and to perform its obligations thereunder and to consummate the transactions contemplated thereby. This The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective Boards of Directors part of Parent and Newco Merger Sub, and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (including the Merger), except that the approval of the stockholders of Parent may be required by Nasdaq. The execution and delivery of the Company Voting Agreements by Parent and the consummation by Parent of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize the Company Voting Agreements, or to consummate the transactions contemplated thereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of the delivery thereof by Company, constitutes the valid legal and binding agreement of each obligations of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that the enforcement hereof as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors' rights generally and (b) by general principles equitable principles. The Company Voting Agreements have been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery thereof by Company, constitute the legal and binding obligations of equity (regardless Parent, enforceable against Parent in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of whether enforceability is considered in a proceeding at law or in equity)creditors' rights generally and by general equitable principles.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining any necessary stockholder approval of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby(other than the approval of this Agreement by the holders of at least a majority of the outstanding Shares on the record date for determining Shares entitled to vote at the Company Stockholders’ Meeting (as defined below) which constitutes the only stockholder approval required for consummation of the Merger). The board of directors of the Company and the special committee of the board of directors of the Company appointed to evaluate the Merger (the “Special Committee”) have determined that it is advisable and in the best interest of the Company’s stockholders for the Company to enter into the transactions contemplated hereby and has recommended that the Company’s stockholders approve this Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery by Brynwood and Lincoln Acquisition constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, Company enforceable against each of them the Company in accordance with its terms, except that terms subject to (i) the enforcement hereof may be limited by (a) effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws now or hereafter in effect relating to laws affecting creditors' ’ rights generally generally, (ii) the availability of equitable remedies, including specific performance, and (biii) general principles the enforceability of equity (regardless legal remedies insofar as such remedies may be subject to overriding considerations of whether enforceability is considered in a proceeding at law or in equity)public policy.

Authority Relative to this Agreement. Each of Parent and Newco Seller has the requisite corporate all necessary limited liability company or similar power and authority to execute execute, deliver and deliver perform this Agreement and to consummate the transactions contemplated hereby. This Agreement and the consummation by Parent and Newco of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) accordance with the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated herebyterms hereof. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes the valid a valid, legal and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and NewcoSeller, enforceable against each of them Seller in accordance with its terms, except that subject to the enforcement hereof may be limited by (a) effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other preferential transfers, or similar Laws now or hereafter in effect relating to or affecting creditors' ’ rights generally and (b) subject, as to enforceability, to the effect of general principles of equity (regardless the “Enforceability Exceptions”). Seller or its applicable Affiliate has all necessary limited liability company or similar power and authority to execute, deliver and perform the Ancillary Agreements in accordance with the terms thereof. At the Closing, the Ancillary Agreements executed and delivered by Seller or its applicable Affiliate shall be duly and validly executed and delivered by Seller or its applicable Affiliate, and, assuming the due authorization, execution and delivery of whether enforceability the Ancillary Agreements by Purchaser or its applicable Affiliates, shall constitute valid, legal and binding agreements of Seller or its applicable Affiliate, enforceable against Seller or its applicable Affiliate in accordance with the terms thereof, subject to the Enforceability Exceptions. No vote or other approval of the equity holders of Seller Parent is considered required in a proceeding at law connection with the execution, delivery or performance of this Agreement and the Ancillary Agreements or to consummate the transactions contemplated by this Agreement and the Ancillary Agreements in equity)accordance with the terms hereof and thereof.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Subject to approval by the holders of the Parent Common Stock at the Parent Shareholder’ Meeting, as contemplated below, the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyby this Agreement (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by Applicable Corporate Law). The Parent Board, by resolutions duly adopted by a requisite vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or through an action by written consent has duly determined that this Agreement and the Merger are fair to and in the best interests of the Parent and its shareholders, and approved this Agreement and the Merger. The board of directors of Merger Sub, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or through an action by written consent has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Merger Sub and its sole shareholder, (ii) approved this Agreement and the Merger and declared their advisability, and (iii) recommended that its sole shareholder approve and adopt this Agreement and approve the Merger and directed that this Agreement and the transactions contemplated hereby be submitted for consideration by its sole shareholder. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a legal, valid and binding agreement obligation of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that the enforcement hereof may be limited by (a) subject only to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar Laws now or hereafter in effect laws of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless equity. The Requisite Shareholder Approval is the only vote or approval of whether enforceability is considered in a proceeding at law the holders of any class or in equity)series of Parent’s capital stock necessary for Parent to approve the consummation of the transactions contemplated by this Agreement.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the transactions contemplated hereby. This Agreement Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by the respective Boards Company's Board of Directors of Parent Directors, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than, with respect to the Merger, the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock (the "Requisite Company Vote"). This Subject to the foregoing, this Agreement has been duly and validly executed and delivered by each of Parent the Company and Newco and, (assuming this Agreement constitutes the a valid and binding obligation of Parent and Merger Sub) constitutes a valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or and other similar Laws now or hereafter in effect relating to laws affecting creditors' rights generally from time to time in effect and to general equitable principles. At a meeting on July 9, 2000, the Board of Directors of the Company (i) unanimously adopted the plan of merger set forth in Articles I and II of this Agreement and approved this Agreement and the other transactions contemplated by this Agreement, (ii) unanimously determined that the Merger is advisable, fair to, and in the best interests of, the stockholders of the Company and has determined to recommend to the stockholders the approval of this Agreement, the Merger, and the other transactions contemplated hereby and (biii) general principles unanimously approved the Company Voting Agreement and the transactions contemplated thereby. The Board of equity (regardless Directors has taken all necessary action so as to render Section 203 of whether enforceability is considered in a proceeding at law or in equity)the Delaware Corporate Law and Article Seventh of the Company's Amended and Restated Certificate of Incorporation inapplicable to the Merger and the other transactions contemplated by this Agreement.

Authority Relative to this Agreement. Each of Parent and Newco Buyer has the requisite corporate full limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated herebyhereby or thereby. This The execution and delivery of this Agreement and the Ancillary Agreements and the consummation by Parent and Newco of the transactions contemplated hereby or thereby, have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast all necessary limited liability company action required on the proposal to approve the issuance part of shares of Parent Common Stock in the Merger Buyer and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate limited liability company proceedings on the part of Parent and Newco Buyer are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by each of Parent Buyer, or, if applicable, will be duly and Newco and, validly executed and delivered by Buyer at or prior to the Closing and assuming that this Agreement constitutes the and each such Ancillary Agreement constitute or will constitute at Closing valid and binding agreement agreements of Seller, and subject to the Companyreceipt of Buyer's Required Regulatory Approvals and Seller's Required Regulatory Approvals, constitutes the constitute valid and binding agreement agreements of each of Parent and NewcoBuyer, enforceable against each of them Buyer in accordance with its their respective terms, except that the enforcement hereof may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium or and other similar Laws now or hereafter in effect relating to affecting creditors' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco has (a) Subject only to the requisite approval and adoption of this Agreement and approval of the principal terms of the Merger by the shareholders of the Company as described in Section 2.2(b) below, the Company has full corporate power and authority to execute and deliver this Agreement and the other agreements of which forms are attached as exhibits hereto (the "Ancillary Agreements") to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. This The Company's board of directors has unanimously approved this Agreement and the Ancillary Agreements to which the Company is a party. Subject only to the requisite approval and adoption of this Agreement and approval of the principal terms of the Merger by the shareholders of the Company as described in Section 2.2(b) below, the execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is a party, the consummation by Parent and Newco the Company of the transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority all necessary action of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger Company and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent no further action is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings required on the part of Parent and Newco are necessary the Company to authorize this Agreement or the Ancillary Agreements to consummate which the Company is a party or the consummation of the transactions contemplated herebyhereby or thereby. This Agreement has and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery by the other parties hereto and thereto, each constitutes the or will upon such due execution and delivery constitute, as applicable, a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, Company enforceable against each of them the Company in accordance with its respective terms, except that as the enforcement hereof enforceability thereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws now or hereafter in effect relating to the enforcement of creditors' rights generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each The Board of Parent Directors of Merger Sub has declared the Merger advisable, and Newco Merger Sub has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Board of Directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the transactions contemplated hereby and Parent has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby. No other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of this Agreement and the Merger by the stockholders of Parent in accordance with the DGCL, if necessary. This Agreement and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco Merger Sub and by Parent as the sole stockholder Stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated herebySub. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that the enforcement hereof may be limited by (a) subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar Laws now or hereafter in effect laws of general applicability relating to or affecting creditors' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject only to the approval of the Company’s stockholders as described below, (i) to execute and deliver each instrument required hereby to be executed and delivered by it at the Closing and (ii) to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery by the Company of this Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority part of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at Company, subject only to the stockholders meeting of Parent contemplated by Section 6.7(b) approval of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in and the Merger and by the other transactions contemplated Company’s stockholders by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% a majority of the outstanding shares of Parent Company Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase as required by the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as GCL and the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated herebyCompany Charter. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes the legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to creditors' ’ rights generally and (b) by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law law). As of the date of this Agreement, the Board of Directors of the Company has unanimously determined that it is fair to, and advisable and in the best interests of, the Company’s stockholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement, and has unanimously recommended that the Company’s stockholders approve and adopt this Agreement and the Merger. None of the aforesaid actions by the Company’s Board of Directors has been amended, rescinded or modified except as, and unless, done in equity)accordance with Section 6.2 of this Agreement. The action taken by the Company’s Board of Directors constitutes approval of the Merger and the other transactions contemplated hereby by the Company’s Board of Directors under the provisions of Section 203 of the GCL such that Section 203 of the GCL does not apply to this Agreement or the transactions contemplated hereby. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement and no other vote of any holders of shares of the Company’s capital stock is necessary to approve any of the transactions contemplated hereby.

Authority Relative to this Agreement. Each of Parent and Newco Halter Marine has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyherein to be consummated by Halter Marine. This The execution and delivery of this Agreement by Halter Marine and the consummation by Parent and Newco Halter Marine of the such transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent Halter Marine and Newco no other stockholder votes are necessary to authorize this Agreement or to consummate such transactions (other than, with respect to the Merger, the adoption of this Agreement by the affirmative vote of a majority of the outstanding shares of Halter Marine Common Stock entitled to vote thereon (the "Halter Marine Stockholder Approval")). The Board of Directors of Halter Marine, at a meeting duly called and held, has (i) determined that this Agreement, and the transactions contemplated herebyhereby (including the Merger), are fair to and in the best interests of the Company's stockholders, (ii) approved, adopted and declared the advisability of this Agreement and the transactions contemplated hereby (including the Merger), (iii) resolved to recommend approval and adoption of this Agreement by its stockholders and (iv) directed that this Agreement and the transactions contemplated hereby be submitted to Halter Marine's stockholders for approval at a meeting of such stockholders. This Agreement has been duly authorized and validly executed and delivered by each of Parent Halter Marine and Newco and, assuming this Agreement constitutes the legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and NewcoHalter Marine, enforceable against each of them Halter Marine in accordance with its terms, except . Halter Marine has taken all appropriate actions so that the enforcement hereof may be limited restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger and the transactions contemplated by (a) bankruptcythis Agreement, insolvencywithout any further action on the part of the stockholders or the Board of Directors of Halter Marine. To Halter Marine's knowledge, reorganizationno other state takeover statute is applicable to the Merger. Halter Marine has taken all action necessary to render the Halter Marine Preferred Stock Rights issued pursuant to the terms of the Halter Marine Rights Agreement inapplicable to, moratorium or other similar Laws now not exercisable as a result of, the Merger, the execution and delivery of this Agreement or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)the transactions contemplated by this Agreement.

Authority Relative to this Agreement. Each of Parent and Newco (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This The Board of Directors of the Company (the “Company Board”) at a meeting or meetings duly called and held has unanimously (A) determined that the Offer and the Merger are advisable and fair to and in the best interests of, the stockholders of the Company, (B) approved and adopted the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, (C) resolved to recommend acceptance of the Offer and approval and adoption of the agreement of merger contained in this Agreement by the stockholders of the Company and (D) irrevocably taken all necessary steps to approve Parent and Purchaser becoming “interested stockholders” within the meaning of Section 203 of the DGCL and causing said Section 203 to be inapplicable to Parent and Purchaser and to the Merger, the Stockholder Tender Agreement and the consummation by Parent and Newco acquisition of Shares pursuant to the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger Offer and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no Stockholder Tender Agreement. No other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, with respect to the Merger and the agreement of merger (within the meaning of Section 251 of the DGCL contained within this Agreement), the approval and adoption of the agreement of merger contained in this Agreement by the holders of a majority of the outstanding Company Common Stock prior to consummation of the Merger (unless the Merger is consummated pursuant to Section 253 of the DGCL)). This Agreement has been duly and validly executed and delivered by each of Parent the Company and Newco andconstitutes a valid, assuming this Agreement constitutes the valid legal and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof as enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other moratorium, fraudulent transfer and similar Laws now or hereafter in effect of general applicability relating to or affecting creditors' ’ rights generally and (b) or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)principles.

Authority Relative to this Agreement. Each of Parent and Newco Buyer has the requisite corporate power full corporate, or other power, and authority to execute and deliver this Agreement, the Related Agreements, the CGIC Loan Agreement, the Consent and Support Agreement and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement, the Related Agreements, the CGIC Loan Agreement or the Consent and Support Agreement, and to consummate the transactions contemplated herebyhereby and thereby. This The execution, delivery and performance of this Agreement, the Related Agreements, the CGIC Loan Agreement, the Consent and Support Agreement and the other agreements, documents and instruments to be executed and delivered by Buyer in connection with this Agreement, the Related Agreements, the CGIC Loan Agreement or the Consent and Support Agreement and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by all the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast necessary action on the proposal to approve the issuance part of shares of Parent Common Stock in the Merger Buyer, and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate corporate, or other proceedings on the part of Parent and Newco Buyer, are necessary to authorize this Agreement, the Related Agreements, the CGIC Loan Agreement, the Consent and Support Agreement and the other agreements, documents and instruments to be executed and delivered by Buyer in connection with this Agreement. the Related Agreements, the CGIC Loan Agreement or the Consent and Support Agreement or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been and the Consent and Support Agreement have been, and the Related Agreements, the CGIC Loan Agreement and the other agreements, documents and instruments to be executed and delivered by Buyer in connection with this Agreement, the Related Agreements, the CGIC Loan Agreement or the Consent and Support Agreement as of or prior to the Closing Date will be, duly and validly executed and delivered by each of Parent Buyer and Newco andassuming that this Agreement, assuming the Related Agreements, the CGIC Loan Agreement, the Consent and Support Agreement and the other agreements, documents and instruments to be executed and delivered by Buyer in connection with this Agreement, the Related Agreements, the CGIC Loan Agreement constitutes or the Consent and Support Agreement constitute legal, valid and binding agreement agreements of Seller are (in the case of this Agreement and the Consent and Support Agreement) or will be as of the CompanyClosing Date (in the case of the Related Agreements, constitutes the valid CGIC Loan Agreement and binding agreement of each of Parent the other agreements, documents and Newcoinstruments to be executed and delivered on or prior to the Closing Date in connection with this Agreement, the Related Agreements, the CGIC Loan Agreement or the Consent and Support Agreement), enforceable against each of them Buyer in accordance with its their respective terms, except that the enforcement hereof such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting or hereafter in effect relating to enforcement of creditors' ’ rights generally and (b) or general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Required Company Vote (as hereinafter defined), to consummate the transactions contemplated hereby. This The Company Board, acting upon the unanimous recommendation of the Independent Committee, has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation by Parent and Newco of the transactions contemplated hereby have been hereby, and has at a meeting duly called and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newcoheld, and, except for (i) approved, and declared advisable, the affirmative vote Merger, this Agreement, the Plan of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and hereby; (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal and based on the facts and circumstances as of the date hereof, determined that such transactions are advisable and fair to, and in the best interests of, the Company and its shareholders; and (iii) resolved to amend Parent's Certificate recommend that the shareholders of Incorporation the Company approve and adopt this Agreement and to increase authorize and approve the number Plan of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no Merger. No other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, with respect to the Merger, the Required Company Vote). This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid a valid, legal and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar Laws now or hereafter in effect of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equitythe “Bankruptcy and Equity Exception”).

Authority Relative to this Agreement. Each Subject to the receipt of Parent the PN15 Approval, the NetDragon Shareholder Approval and Newco the eLMTree Approvals, each eLMTree Party has the all requisite corporate power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that such eLMTree Party has executed or delivered or is to execute or deliver pursuant to this Agreement; and deliver this Agreement (b) carry out such eLMTree Party’s obligations hereunder and thereunder and to consummate the transactions contemplated herebyapplicable Transactions (including the Merger). This The execution and delivery by each eLMTree Party of this Agreement and the other Transaction Agreements to which it is a party and, following the receipt of the NetDragon Shareholder Approval, the consummation by Parent and Newco such eLMTree Party of the transactions contemplated hereby applicable Transactions (including the Merger) have been or will be duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast all requisite action on the proposal to approve the issuance part of shares of Parent Common Stock in the Merger such eLMTree Party, and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco such eLMTree Party are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the transactions contemplated herebyapplicable Transactions. This Agreement has and the other Transaction Agreements to which it is a party have been duly and validly executed and delivered by each of Parent and Newco eLMTree Party and, assuming this Agreement constitutes the valid due authorization, execution and delivery hereof and thereof by the other Parties, constitute the legal and binding agreement obligations of the Company, constitutes the valid and binding agreement of each of Parent and Newcosuch eLMTree Party, enforceable against each of them such eLMTree Party in accordance with its their terms, except that the enforcement hereof insofar as enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting creditors' ’ rights generally and (b) general or by principles governing the availability of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)equitable remedies.

Authority Relative to this Agreement. Each of Parent and Newco Buyer has the requisite corporate power and authority to execute and deliver deliver, and to perform its obligations under, this Agreement and the Company Option Agreement, subject to consummate obtaining the transactions contemplated herebynecessary approval of the High Court referred to in Article V hereof, under applicable law. This The execution and delivery by Buyer of this Agreement and the Company Option Agreement, and the consummation by Parent of the Scheme and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other necessary corporate proceedings action on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated herebyBuyer. This Agreement has and the Company Option Agreement have been duly and validly executed and delivered by each of Parent and Newco Buyer and, assuming the due authorization, execution and delivery of this Agreement constitutes and the Company Option Agreement by the Company, is a valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and NewcoBuyer, enforceable against each of them Buyer in accordance with its terms, except to the extent that the enforcement hereof its enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' laws affecting the enforcement of creditors rights generally or by general equitable principles. The shares of Buyer Common Stock to be issued by Buyer and allotted pursuant to the Acquisition, as well as the Buyer Options and the shares of Buyer Common Stock to be issued upon exercise thereof: (i) have been duly authorized, and, when issued in accordance with the terms of the Scheme and this Agreement, will be validly issued, fully paid and nonassessable and will not be subject to preemptive rights, (ii) will, when issued in accordance with the terms of the Scheme and this Agreement, be registered or exempt from registration under the Securities Act, and registered or exempt from registration under applicable United States "Blue Sky" laws and (biii) general principles will, when issued in accordance with the terms of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)the Scheme and this Agreement, be listed on the Nasdaq National Market.

Authority Relative to this Agreement. Each Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent's shareholders, each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. This The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the respective Boards of Directors part of Parent and Newco Merger Sub, and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders' Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders' Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming this Agreement due authorization, execution and delivery by the other parties hereto, constitutes the a legal, valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that subject to the enforcement hereof may be limited by (a) effect of any applicable bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting creditors' rights generally and (b) subject to the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Each of Parent and Newco Stel has the requisite full corporate power and authority to (i) execute and deliver this Agreement Agreement, (ii) execute and to deliver the Stock Option Agreement, (iii) execute and deliver the Technology Option Agreement, (iv) consummate the transactions contemplated by the Stock Option Agreement and Technology Option Agreement, and (v) assuming the approval of the Merger and the approval of the sale of Stel's government business assets by a majority of the outstanding shares of Stel Common Stock at the Stel Special Meeting or any adjournment or postponement thereof in accordance with Delaware Law, consummate the Merger and the other transactions contemplated hereby. This The execution and delivery of this Agreement, the Stock Option Agreement and the Technology Option Agreement, and the consummation by Parent and Newco of the Merger, the sale of the government business assets and the other transactions contemplated hereby and thereby, have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative unanimous vote of the holders board of 66 2/3% directors of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment")Stel, and no other corporate proceedings on the part of Parent and Newco Stel are necessary to authorize this Agreement, the Stock Option Agreement and the Technology Option Agreement or to consummate the Merger and the other transactions contemplated herebyhereby and thereby (other than, (a) with respect to the Merger, the approval of the Merger by a majority of the outstanding shares of Stel Common Stock at the Stel Special Meeting or any adjournment or postponement thereof in accordance with the Delaware Law or (b) with respect to the sale of the government business assets, the approval of such sale by a majority of the outstanding shares of Stel Common Stock). This Each of this Agreement, the Stock Option Agreement and the Technology Option Agreement has been duly and validly executed and delivered by each of Parent and Newco Stel and, assuming due authorization, execution and delivery by Newbridge and, in the case of this Agreement Agreement, by Merger Sub, constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and NewcoStel, enforceable against each of them Stel in accordance with its terms, except to the extent that the enforcement hereof its enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors' rights generally and (b) or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. Each of Parent Parent, Merger Sub I and Newco Merger Sub II has the requisite all necessary corporate and other power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the satisfaction of the conditions agreed in this Agreement and to consummate the transactions contemplated herebyTransactions. This The execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II and the consummation by Parent and Newco of the transactions contemplated hereby Transactions by Xxxxxx, Merger Sub I and Merger Sub II have been duly and validly authorized by the respective Boards of Directors of Parent all necessary action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent Parent, Merger Sub I and Newco Merger Sub II are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than, with respect to the applicable Transactions, the approval and adoption of this Agreement by the Required Parent Stockholder Approval at the Parent Stockholders’ Meeting). This Agreement has been duly and validly executed and delivered by each of Parent Xxxxxx, Merger Sub I and Newco Merger Sub II and, assuming this Agreement due authorization and execution by each other Party, constitutes the a legal, valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of each of Parent and NewcoParent, Merger Sub I Merger Sub II, enforceable against each of them Parent, Merger Sub I and Merger Sub II, as applicable, in accordance with its terms, except that subject to the enforcement hereof may Remedies Exceptions. Each Ancillary Agreement to be limited executed by (a) bankruptcyXxxxxx, insolvencyMerger Sub I and/or Merger Sub II at or prior to the Closing will be, reorganizationwhen executed and delivered by Parent, moratorium or Merger Sub I and/or Merger Sub II, duly and validly executed and delivered by Xxxxxx, Merger Sub I and Merger Sub II and, assuming due authorization and execution by each other similar Laws now or hereafter Party thereto and the consummation of the Closing, will constitute a valid and binding obligation of each of Parent, Merger Sub I and Merger Sub II, enforceable against Parent, Merger Sub I and Merger Sub II, as applicable, in effect relating accordance with its terms, subject to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)any applicable Remedies Exception.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the all requisite corporate power and authority to execute and deliver enter into this Agreement and any other Transaction Documents to which it is a party thereto and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby, in each case, subject to the consents, approvals, authorizations and other requirements described in Section 4.05 and the adoption of this Agreement by holders of a majority of the voting power represented by all outstanding shares of Company Common Stock (the “Company Requisite Approvals”). This The execution and delivery of this Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, Company Board and, except for (i) the affirmative vote of a majority upon receipt of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment")Company Requisite Approval, no other corporate proceedings on the part of Parent and Newco the Company or the Company Holders are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated hereby. On or prior to the date hereof, the Company Board has determined that the transactions contemplated by this Agreement are fair to and in the best interests of the Company. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement due authorization and execution by each other Party, constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof may be limited by subject to (a) applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws Laws, now or hereafter in effect effect, relating to creditors' ’ rights generally and (b) general principles of equity (regardless of equitable principles, whether enforceability is considered in a proceeding at law or equity (together, (a) and (b), the “Remedies Exceptions”). Each Transaction Document to be executed by the Company at or prior to the Closing will be, when executed and delivered by the Company, duly and validly executed and delivered and, assuming due authorization and execution by each other Party thereto and the consummation of the Closing, will constitute a valid and binding obligation of the Company, enforceable against the Company in equity)accordance with its terms, subject to any applicable Remedies Exception. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to adopt this Agreement and approve the transactions contemplated hereby.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary pursuant to the Charter or the MGCL to authorize this Agreement or to consummate the transactions so contemplated hereby(other than the approval of the Merger by the affirmative vote of the holders of at least two-thirds of the voting power of the outstanding shares of Company Common Stock entitled to vote thereon (the "Company Requisite Vote")). This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, Company enforceable against each of them the Company in accordance with its terms, except that subject to the enforcement hereof may be limited by (a) effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws now or hereafter in effect laws relating to or affecting creditors' rights generally generally, and general equitable principles (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law law). The board of directors of the Company (the "Company Board") has (i) approved this Agreement and declared the Merger advisable and fair to, and in the best interests of, the Company and the stockholders of the Company, (ii) resolved to recommend the approval of the Merger to the stockholders of the Company, and (iii) directed that the Merger be submitted to the stockholders of the Company for their approval. The only vote of the stockholders of the Company required pursuant to the Charter or in equity)the MGCL to approve the Merger is the Company Requisite Vote.

Authority Relative to this Agreement. Each of Parent and Newco Amalgamation Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement to perform their obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement by each of Parent and Amalgamation Sub and by Parent as sole shareholder of Amalgamation Sub and the consummation by Parent and Newco Amalgamation Sub of the transactions contemplated hereby have been duly and validly authorized by the respective Boards boards of Directors directors of each of Parent and Newco Amalgamation Sub and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco or Amalgamation Sub are necessary to authorize this Agreement or to consummate and the transactions contemplated herebyhereby (other than the filing and recordation of the Amalgamation Documents as required by Companies Act). This Agreement has been duly and validly executed and delivered by each of Parent and Newco and, assuming this Agreement Amalgamation Sub and constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of each of Parent and NewcoAmalgamation Sub. Except as set forth in Section 5.03 of the Parent Disclosure Schedule, enforceable against neither Parent nor any of the Parent Subsidiaries is subject to or obligated under any provision of (i) its respective Organizational Documents, (ii) any Contract, (iii) any Permit, or (iv) any Law or Governmental Order, which would be breached, violated or defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or any Encumbrance on any of its assets would be created or suffered by each of them in accordance with its termsParent and Amalgamation Sub’s execution or performance of this Agreement, except that (as to clauses (ii), (iii) or (iv) above) where such breach, violation, right of termination or acceleration, or Encumbrance could not reasonably be expected to have, individually or in the enforcement hereof may be limited aggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.03 of the Parent Disclosure Schedule, the consummation of the Amalgamation by each of Parent and Amalgamation Sub will not require the consent or approval of or registration or filing with any Governmental Entity (aincluding due to the status (or alleged status) bankruptcyof Parent or Amalgamation Sub) other than (i) applicable requirements, insolvencyif any, reorganizationof the Exchange Act, moratorium state “blue sky” or takeover laws, the HSR Act and other similar applicable Antitrust Laws, (ii) filing and recordation of appropriate Amalgamation documents as required by the Companies Act, (iii) compliance with Telecommunications Laws now or hereafter in effect relating to creditors' rights generally and (biv) general principles of equity (regardless of whether enforceability is considered in a proceeding at law the Exon-Xxxxxx Notification, except where failure to obtain such consents or approvals or to make such registration or filing could not reasonably be expected to have, individually or in equity)the aggregate, a Parent Material Adverse Effect or materially delay consummation of the Amalgamation.

Authority Relative to this Agreement. Each of Parent and Newco Stel has the requisite full corporate power and authority to (i) execute and deliver this Agreement Agreement, (ii) execute and to deliver the Stock Option Agreement, (iii) execute and deliver the Technology Option Agreement, (iv) consummate the transactions contemplated by the Stock Option Agreement and Technology Option Agreement, and (v) assuming the approval of the Merger by a majority of the outstanding shares of Stel Common Stock at the Stel Special Meeting or any adjournment or postponement thereof in accordance with Delaware Law, consummate the Merger and the other transactions contemplated hereby. This The execution and delivery of this Agreement, the Stock Option Agreement and the Technology Option Agreement, and the consummation by Parent and Newco of the Merger and the other transactions contemplated hereby and thereby, have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative unanimous vote of the holders board of 66 2/3% directors of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment")Stel, and no other corporate proceedings on the part of Parent and Newco Stel are necessary to authorize this Agreement, the Stock Option Agreement and the Technology Option Agreement or to consummate the Merger and the other transactions contemplated herebyhereby and thereby (other than, with respect to the Merger, the approval of the Merger by a majority of the outstanding shares of Stel Common Stock at the Stel Special Meeting or any adjournment or postponement thereof in accordance with the Delaware Law). This Each of this Agreement, the Stock Option Agreement and the Technology Option Agreement has been duly and validly executed and delivered by each of Parent and Newco Stel and, assuming due authorization, execution and delivery by Newbridge and, in the case of this Agreement Agreement, by Merger Sub, constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and NewcoStel, enforceable against each of them Stel in accordance with its terms, except to the extent that the enforcement hereof its enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors' rights generally and (b) or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. Each of Parent 3Dfx and Newco Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the STB Option Agreement, and to perform its obligations hereunder and thereunder, subject to obtaining the approval of 3Dfx's shareholders of the issuance of 3Dfx Common Stock in the Merger, to consummate the transactions contemplated herebyhereby and thereby. This The execution and delivery of this Agreement and the STB Option Agreement by 3Dfx and Sub and the consummation by Parent 3Dfx and Newco Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast all necessary corporate action on the proposal to approve the issuance part of shares of Parent Common Stock in the Merger 3Dfx and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) Sub and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco 3Dfx or Sub are necessary to authorize this Agreement and the STB Option Agreement, or to consummate the transactions so contemplated hereby(other than with respect to the Merger, the approval by the holders of a majority of the outstanding shares of 3Dfx Common Stock of the issuance of 3Dfx Common Stock in the Merger in accordance with the applicable rules of Nasdaq and 3Dfx's Articles of Incorporation and Bylaws). This Agreement has and the STB Option Agreement have been duly and validly executed and delivered by each of Parent 3Dfx and Newco Sub and, assuming this Agreement constitutes the valid due authorization, execution and delivery by STB, constitute legal and binding agreement obligations of the Company, constitutes the valid 3Dfx and binding agreement of each of Parent and NewcoSub, enforceable against each of them 3Dfx and Sub in accordance with its their respective terms, except that the enforcement hereof may be limited by subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting or hereafter in effect relating to creditors' creditors rights generally and (bii) general principles the availability of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)injunctive relief and other equitable remedies.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to (i) execute and deliver this Agreement and (ii) assuming the approval of the issuance of the Parent Common Stock in connection with the Merger and issuance of the shares pursuant to the Financing Transaction by at least a majority of the shares of Parent Common Stock present in person or represented by proxy and entitled to vote at the Parent Special Meeting or any adjournment or postponement thereof in accordance with Delaware law, to consummate the Merger and the other transactions contemplated hereby. This Agreement The execution and delivery of the Agreement, and the consummation by Parent and Newco of the Merger and the other transactions contemplated hereby have been duly and validly authorized by a unanimous vote of the respective Boards board of Directors directors of each of Parent and Newco Merger Sub and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of either Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated herebyhereby (other than approval of the issuance of the shares in connection with the Merger and the Financing Transaction by at least a majority vote of the number of shares of Parent Common Stock entitled to vote represented at the Parent Special Meeting, or any adjournment or postponement thereof in accordance with Delaware law, at the time of the vote, and the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which will occur immediately after the execution and delivery hereof). This The Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of the delivery by Company, constitutes the a valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them in accordance with its terms, except to the extent that the enforcement hereof its enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors' ’ rights generally and (b) or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. Each of RECOMMENDATION. Parent and Newco has the requisite Merger Sub each have all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby(other than the adoption and approval of this Agreement by the holders of a majority of the outstanding shares of Parent Common Stock and Merger Sub Common Stock in accordance with the requirements of the NYSE). This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a legal, valid and binding agreement of each obligation of Parent and Newco, Merger Sub enforceable against each of them Parent and Merger Sub in accordance with its terms. The members of the Board of Directors of Parent (the "PARENT BOARD"), except present at a meeting of the Parent Board at which a quorum was present, duly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement and the Merger in accordance with the DGCL and Parent's Amended and Restated Certificate of Incorporation (the "CERTIFICATE OF INCORPORATION") and By-laws, (ii) determining that this Agreement and the Merger are fair to and in the best interests of the stockholders of Parent, (iii) determining that the enforcement hereof may consideration to be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter paid in effect relating the Merger is fair to creditors' rights generally and in the best interests of the stockholders of Parent and (biv) general principles recommending that the stockholders of equity (regardless of whether enforceability is considered Parent adopt and approve this Agreement; which resolutions have not been subsequently rescinded, modified or withdrawn in a proceeding at law or in equity)any way.

Authority Relative to this Agreement. Each of Parent and Newco Buyer has the all requisite corporate power and authority to execute and deliver this Agreement, the Escrow Agreement, the Put/Call Agreement, the Environmental Remediation Agreement and the Closing Notes and to consummate the transactions contemplated herebyby this Agreement. This The execution and delivery of this Agreement, the Escrow Agreement, the Put/Call Agreement, the Environmental Remediation Agreement and the Closing Notes and the consummation by Parent and Newco of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other requisite corporate proceedings action on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated herebyBuyer. This Agreement has been and the Escrow Agreement, the Put/Call Agreement, the Environmental Remediation Agreement and the Closing Notes will, as of Closing, have been duly and validly executed and delivered by each of Parent Buyer, and Newco and, assuming this Agreement, the Escrow Agreement, the Put/Call Agreement, the Environmental Remediation Agreement and the Closing Notes have been duly authorized, executed and delivered by the Sellers and the other parties thereto, constitutes the or will constitute, as applicable, a valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and NewcoBuyer, enforceable against each of them Buyer in accordance with its terms, except that the enforcement hereof may be limited by (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar Laws applicable laws, now or hereafter in effect effect, relating to or limiting creditors' ’ rights generally and (b) general principles enforcement of equity (regardless this Agreement, the Escrow Agreement, the Put/Call Agreement, the Environmental Remediation Agreement and the Closing Notes, including, among other things, the remedy of whether enforceability is considered in a specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Assuming the accuracy of Newco's representations contained in Section 4.7 (without giving effect to the knowledge qualification thereof), the execution, delivery and performance of this Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby(other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery hereof by Newco, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, Company enforceable against each of them the Company in accordance with its terms. The Board of Directors of the Company has approved this Agreement, except the Voting Agreement (including the option contemplated thereby) and, to the extent necessary, the Employment Arrangements and the transactions contemplated hereby and thereby (including the Merger) (provided, in the case of the Voting Agreement and the Employment Arrangements, that such approval is limited to the enforcement forms provided to the Company at the time of execution hereof without giving effect to any amendments, modifications or waivers thereunder not approved by the Company) so as to render inapplicable hereto and thereto the limitation on business combinations contained in Section 203 of the DGCL (or any similar provision). As a result of the foregoing actions, assuming the accuracy of Newco's representations contained in Section 4.7 (without giving effect to the knowledge qualification thereof), the only vote required to authorize the Merger is the affirmative vote of a majority of the outstanding shares of Company Common Stock. To the knowledge of the Company, no state takeover statute or similar statute or regulation, other than Section 203 of the DGCL, applies or purports to apply to this Agreement, the Merger, the Voting Agreement, the Employment Arrangements, or any of the other transactions contemplated hereby or thereby. No provision of the certificate of incorporation, by-laws or other governing instruments of the Company or any of its Subsidiaries would, directly or indirectly, restrict or impair the ability of Newco or its affiliates to vote, or otherwise to exercise the rights of a stockholder with respect to, securities of the Company and its Subsidiaries that may be limited acquired or controlled by (a) bankruptcyNewco or its affiliates or permit any stockholder to acquire securities of the Company on a basis not available to Newco in the event that Newco were to acquire securities of the Company, insolvencyand neither the Company nor any of its Subsidiaries has any rights plan, reorganization, moratorium preferred stock or other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles arrangement which have any of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)the aforementioned consequences.

Authority Relative to this Agreement. Each of Parent Acquiror, First Merger Sub and Newco has the requisite Second Merger Sub have all necessary corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. This The execution and delivery of this Agreement by each of Acquiror, First Merger Sub and Second Merger Sub and the consummation by Parent each of Acquiror, First Merger Sub and Newco Second Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate or limited liability company, as applicable, action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate or limited liability company, as applicable, proceedings on the part of Parent and Newco Acquiror, First Merger Sub or Second Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Acquiror Proposals (other than the Domestication), (i) the approval and adoption of this Agreement by an ordinary resolution under Cayman Islands law by (x) the holders of a majority of the shares of Acquiror Common Stock, voting together as a single class, represented in person or by proxy and entitled to vote thereon, voting and who vote at a general meeting with respect thereto and (y) the holders of a majority of the outstanding shares of First Merger Sub Common Stock, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and DLLCA and (b) with respect to the Domestication, the approval and adoption of the Domestication (including the adoption and approval of the amendment to the Acquiror Articles of Association, a certificate of corporate domestication and the Domestication Organizational Documents) by special resolution under Cayman Islands law by the holders of at least two-thirds of the shares of Acquiror Common Stock, voting together as a single class, represented in person or by proxy and entitled to vote thereon, voting and who vote at a general meeting with respect thereto) (collectively, the “Acquiror Stockholders’ Approval”). This Agreement has been duly and validly executed and delivered by each of Parent Axxxxxxx, First Merger Sub and Newco Second Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a legal, valid and binding agreement obligation of each of Parent and NewcoAcquiror, First Merger Sub or Second Merger Sub, enforceable against each of them Acquiror, First Merger Sub or Second Merger Sub in accordance with its termsterms subject to the Remedies Exceptions. The Acquiror Board has approved this Agreement and the Transactions (including the Domestication), except and such approvals are sufficient so that the enforcement hereof may be limited by (a) bankruptcyrestrictions on business combinations set forth in the Acquiror Articles of Association shall not apply to the Mergers, insolvencythis Agreement, reorganizationany Ancillary Agreement or any of the other Transactions. To the knowledge of Acquiror, moratorium no other state takeover statute is applicable to the Mergers or the other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)Transactions.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite corporate power and authority to execute and deliver deliver, and to perform its obligations under, this Agreement and the Company Option Agreement and, subject to obtaining the necessary approval of its stockholders, to consummate the transactions Merger and the other provisions contemplated herebyhereby and thereby under applicable law. This The execution and delivery by Parent and Merger Sub of this Agreement and the Company Option Agreement, and the consummation by Parent of the Merger and Newco of the transactions contemplated hereby and thereby, have been duly and validly authorized by the respective Boards Board of Directors of Parent and Newco Merger Sub and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or the Company Option Agreement or to consummate the Merger or other transactions contemplated herebyhereby and thereby (other than approval by the Parent's stockholders required by applicable law). This Agreement has and the Company Option Agreement have been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement, is a valid and binding obligation of Parent and Newco and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them in accordance with its terms, except to the extent that the enforcement hereof its enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' laws affecting the enforcement of creditors rights generally or by general equitable principles. The shares of Parent Common Stock to be issued by Parent pursuant to the Merger, as well as the Parent Options and the shares of Parent Common Stock to be issued upon exercise thereof: (i) have been duly authorized, and, when issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), will be validly issued, fully paid and nonassessable and will not be subject to preemptive rights, (ii) be listed on the OTC-BB Market and (biii) general principles will be issued free and clear of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)any Liens.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite ------------------------------------ corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by its stockholders as set forth in Section 6.1, to perform its obligations hereunder. Assuming the accuracy of Purchaser's representation as to the ownership of Shares and to consummate Preferred Shares, the transactions contemplated hereby. This execution and delivery of this Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority have been (i) duly authorized by the Board of Directors of the Company prior to Sub or Purchaser becoming an "Interested Stockholder" as defined in interest Section 203 of all securities of Parent entitled to vote on such proposal) and the Delaware Law; (ii) the affirmative vote approved by two-thirds of the holders of 66 2/3% "Continuing Directors" of the shares Company as such term is defined in Article VI of Parent Common Stock outstanding with respect to a proposal to amend Parentthe Company's Restated Certificate of Incorporation to increase Incorporation; and (iii) approved by a Committee of "Disinterested Directors", as such term is defined in, and in accordance with, Section 10-1221 of the number Arizona Revised Statutes ("Arizona Law") and, except for adoption of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter this Agreement by its stockholders as the "Charter Amendment")set forth in Section 6.1, no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize or consummate this Agreement or to consummate and the transactions contemplated hereby. The Board of Directors of the Company has approved Sub and Purchaser and or any other direct or indirect wholly-owned subsidiary of BHP to which BHP may assign its rights hereunder becoming "Interested Stockholders" as defined in Section 203 of the Delaware Law pursuant to the terms of this Agreement. This Agreement has been duly and validly executed and delivered by each of Parent the Company and Newco and, assuming this Agreement constitutes the a valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them in accordance with its terms, terms except to the extent that the enforcement hereof enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect laws relating to creditorsor affecting the enforcement of creditors rights' rights generally and or by equitable principles. Except as set forth on Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its certificate or articles of incorporation or by-laws, (b) general principles of equity any contract, (regardless of whether enforceability is considered in a proceeding at law c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached or violated or in equityrespect of which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries' assets could be created by its execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, and would not reasonably be expected to individually or in the aggregate, have a Material Adverse Effect. Other than in connection with or in compliance with the provisions of the Delaware Law, Arizona Law, the Exchange Act, the securities or blue-sky laws of the various states of the United States and the H-S-R Act, and except as set forth in Schedule 4.4(b), no authorization (other than such Authorizations that are the subject of Section 4.11), consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement.

Authority Relative to this Agreement. Each Seller has, and each member of Parent and Newco has the requisite corporate Seller Group shall have prior to the Closing, all necessary power and authority to execute execute, deliver and deliver perform this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party and to consummate the transactions contemplated hereby. This by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby, have been been, or shall be prior to the Closing, duly and validly authorized by the respective Boards all necessary action on part of Directors of Parent such Seller, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to consummate the transactions contemplated herebywhich it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Seller, and, assuming the due authorization, execution and delivery of this Agreement constitutes by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the valid Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the Company, constitutes applicable members of the valid and binding agreement of each of Parent and NewcoSeller Group, enforceable against each of them such member in accordance with its terms, except that subject to the enforcement hereof may be limited by (a) effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other preferential transfers, or similar Laws now or hereafter in effect relating to or affecting creditors' ’ rights generally and (b) generally, or general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equitycollectively, the “Enforceability Exceptions”).

Authority Relative to this Agreement. Each of Parent and Newco The Company has the all requisite corporate limited liability company or similar power and authority to execute and deliver this Agreement the Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated herebyContemplated Transactions. This Agreement The execution and delivery of the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation by Parent and Newco of the transactions contemplated hereby Contemplated Transactions have been duly and validly authorized by all required limited liability company or other action on the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority part of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger Company and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate limited liability company or other proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement the Transaction Documents to which it is a party or to consummate the transactions contemplated herebyContemplated Transactions. This Agreement has been been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement constitutes has been, and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them it in accordance with its their respective terms, except that the enforcement hereof may be as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors' ’ rights generally generally, including the effect of statutory and (b) other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite corporate power and authority to execute and deliver deliver, and to perform its obligations under, this Agreement and to consummate the transactions contemplated herebyCompany Option Agreement, under applicable law. This The execution and delivery by Parent and Merger Sub of this Agreement and the Company Option Agreement, and the consummation by Parent of the Merger and Newco of the transactions contemplated hereby and thereby, have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other necessary corporate proceedings action on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated herebyMerger Sub. This Agreement has and the Company Option Agreement have been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Company Option Agreement by the Company, is a valid and binding obligation of Parent and Newco and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them in accordance with its terms, except to the extent that the enforcement hereof its enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' laws affecting the enforcement of creditors rights generally or by general equitable principles. The shares of Parent Common Stock to be issued by Parent pursuant to the Merger, as well as the Parent Options and the shares of Parent Common Stock to be issued upon exercise thereof: (i) have been duly authorized, and, when issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), will be validly issued, fully paid and nonassessable and will not be subject to preemptive rights, (ii) will, when issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), be registered under the Securities Act, and registered or exempt from registration under applicable United States "Blue Sky" laws and (biii) general principles will, when issued in accordance with the terms of equity the Merger and this Agreement (regardless of whether enforceability is considered in a proceeding at law or in equitythe applicable option agreements), be listed on the Nasdaq National Market.

Authority Relative to this Agreement. Each of Parent and Newco Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to obtaining the approval of the shareholders of Company of this Agreement and the Merger, to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement by Company and the consummation by Parent and Newco Company of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast all necessary corporate action on the proposal to approve the issuance part of shares of Parent Common Stock in the Merger Company and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby(other than, with respect to the Merger, the approval and adoption of this Agreement and the approval of the Merger by holders of a majority of the voting shares of Company Shares in accordance with the Israeli Companies Law and the Company Charter Documents). This Except as set forth in Section 2.4 of the Company Disclosure Letter, this Agreement has been duly and validly executed and delivered by each of Parent and Newco Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid a legal and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them Company in accordance with its terms, terms except that the enforcement hereof may be (i) as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or and other similar Laws now or hereafter in effect relating to laws of general application affecting creditors' rights generally and (bii) general principles as limited by laws relating to the availability of equity specific performance, injunctive relief or other equitable remedies. Assuming neither the Parent nor Merger Sub, nor any of their respective affiliates as defined in Section 320(c) of the Israeli Companies Law, vote any shares they own, the affirmative vote of a simple majority of the voting power of the Company present and voting at the Company General Meeting at which a quorum is present (regardless the "REQUIRED COMPANY SHAREHOLDER VOTE") is the only vote of whether enforceability the holders of any shares of the Company necessary to approve the Merger. The quorum required for the Company General Meeting is considered two or more shareholders who hold at least 50% of the voting rights of the issued share capital of the Company. No vote or approval of (i) any creditor of the Company (subject to the rights of creditors under Section 319 of the Israeli Companies Law), (ii) any holder of any option or warrant granted by the Company, or (iii) any shareholder of any of the Company's subsidiaries is necessary in a proceeding at law order to approve or in equity)permit the consummation of the Merger.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the all requisite corporate power and authority to to: (i) execute and deliver this Agreement; and (ii) assuming the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the holders of 70% of the outstanding shares of Company Preferred Stock, voting as a single class, and the holders of a majority of the voting power represented by the outstanding shares of Company Stock entitled to vote thereon in accordance with Applicable Law, the Company’s certificate of incorporation or any Contract by which the Company is bound (the “Company Stockholder Approval”), consummate the transactions contemplated hereby, including the Merger. This Agreement The holders of Company Series D-2 Preferred Stock who also hold Company Notes are entitled to the number of votes per share of Company Series D-2 Preferred Stock so held as set forth in Section 4(a) of Article Fifth of the Company’s certificate of incorporation. The holders of all other Company Stock are entitled to one vote per share of Company Stock so held. The execution and delivery of this Agreement, and the consummation by Parent and Newco of the transactions contemplated hereby hereby, including the Merger, have been duly and validly authorized by the respective Boards board of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority directors of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger Company and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent the Company (other than obtaining the Company Stockholder Approval and Newco filing the Certificate of Merger with the Delaware Secretary) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Newco andMerger Sub, assuming this Agreement constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except to the extent that the enforcement hereof its enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting creditors’ rights generally, by general equitable principles or hereafter in effect relating to creditors' rights generally and (b) general by principles of equity (good faith and fair dealing, regardless of whether enforceability enforcement is considered sought in a proceeding equity or at law or in equity)law.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority in voting power of the outstanding shares of Company Common Stock voting together as a single class and the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL). The Board of Directors of the Company at a meeting duly called and held has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of the holders of the Shares, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended that the stockholders of the Company adopt this Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery hereof by Newco, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, Company enforceable against each of them the Company in accordance with its terms, except that subject to the enforcement hereof may be limited by (a) effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws now or hereafter in effect laws relating to or affecting creditors' rights generally and generally, general equitable principles (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or law) and an implied covenant of good faith and fair dealing. The only vote of the stockholders of the Company required to adopt this Agreement is the affirmative vote 15 by the holders of a majority in equity)voting power of the outstanding Shares voting together as a single class.

Authority Relative to this Agreement. Each of Parent PubCo, First Merger Sub and Newco Second Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. This The execution and delivery of this Agreement by PubCo, First Merger Sub or Second Merger Sub and the consummation by Parent and Newco PubCo, First Merger Sub or Second Merger Sub of the transactions contemplated hereby have Transactions have, in each case, been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco PubCo, First Merger Sub or Second Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than approval by PubCo, as (i) the sole shareholder of First Merger Sub, either at a duly convened meeting of the sole shareholder of First Merger Sub or by written consent and (ii) as the sole shareholder of Second Merger Sub, either at a duly convened meeting of the sole shareholder of Second Merger Sub or by written consent, and the filing and recordation of appropriate merger documents as required by the Cayman Companies Act). This Agreement has been duly and validly executed and delivered by each of Parent PubCo, First Merger Sub and Newco Second Merger Sub and, assuming this Agreement the due authorization, execution and delivery by HCIC, the Company and Plus Holdings constitutes the a legal, valid and binding agreement obligation of the CompanyPubCo, constitutes the valid First Merger Sub and binding agreement of each of Parent and NewcoSecond Merger Sub, enforceable against each of them PubCo, First Merger Sub and Second Merger Sub in accordance with its terms, except that the enforcement hereof may be as limited by (a) bankruptcythe Remedies Exceptions. The Boards of Directors of PubCo, insolvencyFirst Merger Sub and Second Merger Sub have approved this Agreement and the Transactions. To the knowledge of PubCo, reorganizationFirst Merger Sub and Second Merger Sub, moratorium no other state takeover Law is applicable to the Mergers or the other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)Transactions.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the all requisite corporate power and authority to to: (i) execute and deliver this Agreement; and (ii) assuming the approval of the Parent Charter Amendment and the issuance of shares of Parent Common Stock pursuant to this Agreement by the holders of a majority of the outstanding shares of Parent Common Stock present and entitled to vote thereon at the Parent Special Meeting (or at any adjournment or postponement thereof) (the “Parent Stockholder Approval”) and the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by Parent as the sole stockholder of Merger Sub, to consummate the transactions contemplated hereby, including the Merger. This Agreement The execution and delivery of this Agreement, and the consummation by Parent and Newco of the transactions contemplated hereby hereby, including the Merger, have been duly and validly authorized by the respective Boards boards of Directors directors of Parent and Newco Merger Sub and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent or Merger Sub (other than obtaining the Parent Stockholder Approval and Newco the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by Parent as the sole stockholder of Merger Sub, and filing the Certificate of Merger with the Delaware Secretary) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except to the extent that the enforcement hereof its enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting creditors’ rights generally, by general equitable principles or hereafter in effect relating to creditors' rights generally and (b) general by principles of equity (good faith and fair dealing, regardless of whether enforceability enforcement is considered sought in a proceeding equity or at law or in equity)law.

Authority Relative to this Agreement. Each of Parent and Newco RECOMMENDATION. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby(other than the approval of this Agreement by the holders of a majority of the outstanding shares of the Company Common Stock in accordance with the IBCL and the Company's Articles of Incorporation). This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, Company enforceable against each of them the Company in accordance with its terms. The Board of Directors of the Company (the "COMPANY BOARD") has, except at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement and the Merger in accordance with the IBCL and the Company's Articles of Incorporation and Bylaws, (ii) determining that this Agreement and the Merger are fair to and in the best interests of the stockholders of the Company, (iii) determining that the enforcement hereof may consideration to be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter paid in effect relating the Merger is fair to creditors' rights generally and in the best interests of the stockholders of the Company and (biv) general principles recommending that the stockholders of equity (regardless of whether enforceability is considered the Company approve this Agreement; which resolutions have not been subsequently rescinded, modified or withdrawn in a proceeding at law or in equity)any way.

Authority Relative to this Agreement. Each of the Company and Parent and Newco has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby (other than, with respect to (i) the Reorganization Merger, the approval of this Agreement by the Requisite Shareholder Approval (as defined in Section 5.20), as required by the California GCL, and the filing of appropriate merger documents with the Secretary of State of the State of California as required by the California GCL and (ii) the Acquisition Merger, the adoption of this Agreement by the Company, as sole stockholder of Parent, as required by the DGCL, and the filing of appropriate merger documents with the Secretary of State of the State of Delaware as required by the DGCL). This The execution, delivery and performance this Agreement by the Company and Parent and the consummation by the Company and Parent and Newco of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of the Company or Parent and Newco are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby(other than, with respect to (i) the Reorganization Merger, the Requisite Shareholder Approval, as required by the California GCL, and the filing of appropriate merger documents with the Secretary of State of the State of California as required by the California GCL and (ii) the Acquisition Merger, the adoption of this Agreement by the Company, as sole stockholder of Parent, as required by the DGCL, and the filing of appropriate merger documents with the Secretary of State of the State of Delaware as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of the Company and Parent and Newco andconstitutes a legal, assuming this Agreement constitutes the valid and binding agreement obligation of the Company, constitutes the valid Company and binding agreement of each of Parent and Newco, enforceable against each of them the Company and Parent in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws now or hereafter in effect effect, relating to creditors' or limiting creditor's rights generally generally, and (b) general principles of equity (regardless of whether enforceability is considered in an action in equity or at law) which provide, among other things, that the remedies of specific performance and injunction and other forms of equitable relief are subject to equitable defenses and to the discretion of the court. Parent will, promptly following the execution of this Agreement, approve this Agreement and the Reorganization Merger in its capacity as the sole shareholder of Merger Sub. As a proceeding at law or result of the foregoing actions, the only approval required to authorize the Reorganization Merger on the part of Parent, the Company and Merger Sub is the Requisite Shareholder Approval in equity)connection with the Reorganization Merger and the adoption of this Agreement by the Company, as sole stockholder of Parent, in connection with the Acquisition Merger.

Authority Relative to this Agreement. Each of Parent If Stockholder is a trust, Stockholder is validly existing and Newco has the requisite corporate all necessary trust power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions to be consummated by it as contemplated hereby; if Stockholder is a natural Person, Stockholder has full legal power and capacity to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions to be consummated by it as contemplated hereby. This The execution, delivery and performance of this Agreement by Stockholder and the consummation by Parent and Newco Stockholder of the transactions to be consummated by it as contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent Stockholder, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco Stockholder are necessary to authorize this Agreement Agreement, to perform such obligations or to consummate the transactions contemplated herebysuch transactions. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Stockholder and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms (except to the extent that enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar Laws affecting the enforcement of creditors rights generally or by general principles of equity). To the extent Stockholder is married and its Shares constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes the a valid and binding agreement of the Companyof, constitutes the valid and binding agreement of each of Parent and NewcoStockholder’s spouse, enforceable against each of them such spouse in accordance with its terms, terms (except to the extent that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar Laws now or hereafter in effect relating to creditors' affecting the enforcement of creditors rights generally and (b) or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) Each of Parent Parent, Merger Sub and Newco SP Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger, the Stock Purchase and the other transactions contemplated herebyby this Agreement. This The execution and delivery of this Agreement by each of Parent, Merger Sub and SP Sub and the consummation by each of Parent and Newco Merger Sub of the Merger, SP Sub of the Stock Purchase and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newcoall necessary corporate action, and, except for (i) subject to obtaining the affirmative vote of a majority necessary approvals of the votes represented by shares stockholders of Parent Common Stock cast (whether in person Parent, no other corporate proceedings on the part of Parent, Merger Sub or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of SP Sub are necessary to authorize this Agreement (provided that or to consummate the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in Purchase, the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding other than with respect to a proposal to amend Parent's Certificate the Merger, the filing and recordation contemplated by Section 1A.02 of Incorporation to increase appropriate merger documents as required by the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"DGCL), no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming this Agreement the due authorization, execution and delivery by Pihana, STT Communications and i-STT constitutes the a legal, valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of each of Parent Parent, Merger Sub and NewcoSP Sub, enforceable against each of them Parent, Merger Sub and SP Sub in accordance with its terms, except that subject to the enforcement hereof may be limited by (a) effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to affecting creditors' ’ rights generally and (b) subject, as to enforceability, to the effect of general principles of equity (regardless equity. The only vote of whether enforceability the stockholders of Parent required in order to consummate the transactions contemplated by this Agreement related to the Combination is considered in the approval of this Agreement by a proceeding majority of the shares of Parent Common Stock present or represented by proxy at law or in equity)a special meeting of stockholders of Parent at which a quorum of fifty percent of the outstanding shares of the Parent Common Stock is present.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and the Stock Option Agreement and, subject to consummate adoption of this Agreement by its stockholders as set forth in Section 6.1, to perform its obligations hereunder and thereunder. Assuming the transactions contemplated hereby. This accuracy of Purchaser's representation as to the ownership of Shares and that no pension or employee benefit plan of any of Parent, Purchaser or any of their subsidiaries owns (beneficially or otherwise) any Shares, the execution and delivery of this Agreement and the Stock Option Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest and the Stock Option Agreement have been duly authorized by the Board of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote Directors of the holders of 66 2/3% Company prior to Parent or Purchaser becoming an "INTERESTED STOCKHOLDER" as defined in Section 203 of the shares Delaware Law; and, except for adoption of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter this Agreement by its stockholders as the "Charter Amendment")set forth in Section 6.1, no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize or consummate this Agreement or to consummate and the transactions contemplated hereby. The Board of Directors of the Company has approved Purchaser and or any other direct or indirect wholly owned subsidiary of Parent which would be able to make the representations and warranties in Article III applicable to Purchaser to which Parent may assign its rights hereunder becoming "INTERESTED STOCKHOLDERS" as defined in Section 203 of the Delaware Law pursuant to the terms of this Agreement. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by each of Parent the Company and Newco and, assuming this Agreement constitutes the constitute valid and binding agreement obligations of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them in accordance with its terms, their respective terms except to the extent that the enforcement hereof enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect laws relating to creditorsor affecting the enforcement of creditors rights' rights generally and or by equitable principles. Except as set forth in SECTION 4.4 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its certificate or articles of incorporation or by-laws, (b) general principles of equity any contract, (regardless of whether enforceability is considered in a proceeding at law c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached or violated or in equityrespect of which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries' assets could be created by its execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby, other than, in the case of clauses (b), (c) and (d), any such breaches, violations, rights or encumbrances which will not, and would not reasonably be expected to individually or in the aggregate, have a Material Adverse Effect. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act, the securities or blue-sky laws of the various states of the United States and the H-S-R Act, and except as set forth in SECTION 4.4 of the Company Disclosure Schedule, no authorization (other than such Authorizations that are the subject of Section 4.11), consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement other than any authorization, consent or approval the failure to obtain, or any filing the failure to perform, would not reasonably be expected to have a Material Adverse Effect.

Authority Relative to this Agreement. Each The execution, delivery and performance of Parent and Newco has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement all other agreements and instruments executed in connection herewith or delivered pursuant hereto by each such Seller who is not an individual, and the consummation by Parent and Newco of the transactions contemplated hereby by this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto have been duly and validly authorized by all requisite trust, corporate, limited partnership or limited liability company action, as applicable, on the respective Boards part of Directors each such Seller who is not an individual and no other trust, corporate or similar actions or proceedings on the part of Parent such Seller is necessary to authorize the execution, delivery and Newco and performance by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) such Seller of this Agreement (provided that and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by such Seller or for such Seller to consummate the total vote cast on transactions so contemplated. Each such Seller who is a natural person has the proposal capacity and authority to approve execute, deliver and perform this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by each such Seller, and to consummate the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents and all other agreements and instruments executed in connection herewith or delivered pursuant hereto, without the necessity of any act or consent of any other person. For each such Seller who is a majority in interest of all securities of Parent entitled trust, the trustee has the capacity and authority to vote on such proposal) execute, deliver and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco are necessary to authorize perform this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by each such Seller, and to consummate the transactions contemplated herebyby this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto, without the necessity of any act or consent of any other person. This Agreement has been and all other agreements and instruments executed in connection herewith or delivered pursuant hereto have been, or will be, duly and validly executed and delivered by each of Parent and Newco such Seller and, assuming with respect to this Agreement constitutes the and any other such agreement, assuming it has been duly authorized, executed and delivered by any other party, constitutes, or will constitute when executed, a valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Newcosuch Seller, enforceable against each of them such Seller in accordance with its terms, except that the enforcement hereof may be limited by (a) enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar Laws laws, now or hereafter in effect effect, relating to or limiting creditors' ’ rights generally generally, and (b) general principles enforcement of equity (regardless this Agreement, including, among other things, the remedy of whether enforceability is considered in a specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Each of Parent Pubco, Merger Sub I and Newco has the requisite corporate Merger Sub II have all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and, subject to receiving the Pubco Requisite Stockholder Approval and approval by Pubco as the sole stockholder of Merger Sub I and as the sole member of Merger Sub II, to consummate the transactions contemplated herebyTransactions. This The execution and delivery by each of Pubco, Merger Sub I and Merger Sub II of this Agreement and the other Transaction Documents to which each of Pubco, Merger Sub I and Merger Sub II is or will at the Closing be a party, the performance by each of Pubco, Merger Sub I and Merger Sub II of its obligations hereunder and thereunder and the consummation by Parent each of Pubco, Merger Sub I and Newco Merger Sub II of the transactions contemplated hereby Transactions, have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco Pubco, Merger Sub I or Merger Sub II are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Mergers, the Pubco Requisite Stockholder Approval and the approval by Pubco as the sole stockholder of Merger Sub Common Stock and sole member of Merger Sub II, and the filing and recordation of appropriate merger documents as required by the DGCL and/or the DLLCA, and (b) with respect to the issuance of Pubco Shares and Pubco Non-Voting Shares, and the Pubco Requisite Stockholder Approval and the filing and effectiveness of the Pubco Effective Time Certificate). This Agreement has been been, and the other Transaction Documents to which each of Pubco, Merger Sub I and Merger Sub II is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by each of Parent Pubco, Merger Sub I and Newco Merger Sub II and, assuming this Agreement due authorization, execution and delivery by the other party or parties thereto, constitutes the (or will then constitute) a legal, valid and binding agreement obligation of the CompanyPubco, constitutes the valid and binding agreement of each of Parent and NewcoMerger Sub I or Merger Sub II, enforceable against each of them Pubco, Merger Sub I or Merger Sub II in accordance with its terms, except that terms subject to the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to (i) execute and deliver this Agreement and (ii) assuming the approval of the issuance of the Parent Common Stock in connection with the Merger and issuance of the shares pursuant to the Financing Transaction by at least a majority of the shares of Parent Common Stock present in person or represented by proxy and entitled to vote at the Parent Special Meeting or any adjournment or postponement thereof in accordance with Nevada Law, to consummate the Merger and the other transactions contemplated hereby. This Agreement The execution and delivery of the Agreement, and the consummation by Parent and Newco of the Merger and the other transactions contemplated hereby have been duly and validly authorized by a vote of the respective Boards board of Directors directors of each of Parent and Newco Merger Sub and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of either Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated herebyhereby (other than approval of the issuance of the shares in connection with the Merger and the Financing Transaction by at least a majority vote of the number of shares of Parent Common Stock entitled to vote represented at the Parent Special Meeting, or any adjournment or postponement thereof in accordance with Nevada Law, at the time of the vote, and the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which will occur immediately after the execution and delivery hereof). This The Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of the delivery by Company, constitutes the a valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them in accordance with its terms, except to the extent that the enforcement hereof its enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors' ’ rights generally and (b) or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. Each of Parent and Newco Acquiror has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. This The execution and delivery by Acquiror of this Agreement and the Ancillary Agreements to which Target is a party and the consummation by Parent and Newco Acquiror of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards all necessary corporate action of Directors of Parent Acquiror, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings action on the part of Parent and Newco are necessary Acquiror is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements to consummate which Target is a party by Acquiror and the consummation by Acquiror of the transactions contemplated herebyhereby and thereby. This Agreement has and the Ancillary Agreements to which Acquiror is a party have each been duly and validly executed and delivered by each of Parent and Newco Acquiror and, assuming the due authorization and the valid execution and delivery of this Agreement by Target and each Ancillary Agreement by each other party (other than Acquiror) to such Ancillary Agreement, each constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, Acquiror enforceable against each of them Acquiror in accordance with its respective terms, except that as the enforcement hereof enforceability thereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws now or hereafter in effect relating to the enforcement of creditors' rights generally and (b) by general principles of equity equity. The shares of Acquiror Common Stock to be issued in the Merger pursuant to Section 1.6(a) shall, when issued in compliance with this Agreement, be duly and validly issued, fully paid and non-assessable, and the shares of Acquiror Common Stock that will be issuable upon the exercise of Acquiror Options and Acquiror Warrants that are issued in the Merger pursuant to Section 1.6(c) and (regardless d), respectively, when issued upon the exercise of whether enforceability is considered and in a proceeding at law or in equity)compliance with such Acquiror Options and Acquiror Warrants, will be duly and validly issued, fully paid and non-assessable.

Authority Relative to this Agreement. Each of Parent the Seller and Newco the ------------------------------------ Seller Subsidiaries has the requisite full corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. This The execution and delivery of this Agreement and the Ancillary Agreements and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards board of Directors directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority each of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger Seller and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) Seller Subsidiaries and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate or limited liability company, as applicable, proceedings on the part of Parent and Newco the Seller or any of the Seller Subsidiaries are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by each of Parent the Seller and Newco andthe Seller Subsidiaries, and assuming that this Agreement constitutes and the Ancillary Agreements constitute valid and binding agreement agreements of the CompanyBuyer, constitutes subject to the receipt of the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, constitute valid and binding agreement agreements of each of Parent and Newcosuch party, enforceable against each of them such party in accordance with its their terms, except that the enforcement hereof such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting or hereafter in effect relating to enforcement of creditors' rights generally and (b) or general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Merger and other transactions contemplated hereby. This The execution and delivery of this Agreement and the consummation by Parent and Newco of the Merger and other transactions contemplated hereby have been duly and validly authorized by the respective Boards Board of Directors of Parent the Company and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery hereof by Parent and Newco, constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except to the extent that the enforcement hereof its enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors' rights generally or by general equitable or fiduciary principles. Concurrently with the execution of this Agreement, the Company has received from the holders of a majority of the outstanding shares of Company Common Stock an irrevocable consent (the "Majority Stockholders Consent") to the Merger and the adoption of this Agreement; the Majority Stockholders Consent is in full force and effect and complies in all respects with the Company's Certificate of Incorporation and By-Laws and the DGCL; and no other vote of or action by the stockholders of the Company is required to adopt and approve this Agreement, to consummate the Merger or the other transactions contemplated hereby. In addition, concurrently with the execution of this Agreement, the Company has received from Xxxxxx Securities, Inc. (b"Xxxxxx") general principles the release and/or waiver of equity (regardless certain obligations of whether enforceability is considered in a proceeding at law or in equity)and restrictions on the Company and its stockholders under Sections 2.26, 3.22 and 3.23 and the related provisions of the Underwriting Agreement between the Company and Xxxxxx dated June 27, 2002 with respect to the matters contemplated hereby.

Authority Relative to this Agreement. Each of Parent SPAC and Newco has the requisite Merger Sub have all necessary corporate or company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. This The execution and delivery of this Agreement by each of SPAC and Merger Sub and the consummation by Parent each of SPAC and Newco Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco SPAC or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Domestication Merger, the approval of the holders of two thirds of the then-outstanding SPAC Class A Ordinary Shares who, being entitled to so do, vote in person or by proxy at the SPAC Shareholders’ Meeting and by the holders of a majority of the then outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL and the Companies Act and (b) with respect to the other Transactions, the approval of the holders of a majority of the then-outstanding SPAC Class A Ordinary Shares who, being entitled to so do, vote in person or by proxy at the SPAC Shareholders’ Meeting,. This Agreement has been duly and validly executed and delivered by each of Parent SPAC and Newco andMerger Sub and constitutes a legal, assuming this Agreement constitutes the valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and NewcoSPAC or Merger Sub, enforceable against each of them SPAC or Merger Sub in accordance with its termsterms subject to the Remedies Exceptions. The SPAC Board has approved this Agreement and the Transactions, except and such approvals are sufficient so that the enforcement hereof may be limited by (a) bankruptcyrestrictions on business combinations set forth in the SPAC Organizational Documents shall not apply to the Mergers, insolvencythis Agreement, reorganization, moratorium any Ancillary Agreement or any of the other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)Transactions.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the all requisite corporate power and authority to execute and deliver enter into this Agreement and and, with receipt of the Requisite Stockholder Approvals in the form of the Stockholder Written Consent, each of which shall become effective at the Written Consent Effective Time, to consummate the transactions contemplated hereby. This Agreement Mergers and the consummation by Parent other Transactions to which the Company is a party. The execution and Newco delivery of this Agreement and, upon receipt of the transactions contemplated hereby Stockholder Written Consents immediately following the execution of this Agreement, the consummation of the Mergers and the other Transactions to which the Company is a party have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other necessary corporate proceedings action on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming the due execution and delivery of this Agreement constitutes by the valid and binding agreement of the Companyother parties hereto, constitutes the valid and binding agreement obligation of each of Parent and Newco, the Company enforceable against each of them the Company in accordance with its termsterms subject only to the effect, except that the enforcement hereof may be limited by if any, of (ai) bankruptcy, insolvency, reorganization, moratorium or applicable bankruptcy and other similar Laws now or hereafter in effect relating to creditors' applicable Law affecting the rights of creditors generally and (bii) general principles rules of equity law governing specific performance, injunctive relief and other equitable remedies (regardless the “Enforceability Exceptions”). The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of whether enforceability the Company Board, has (i) approved this Agreement, the Mergers and the other Transactions to which the Company is considered a party and determined that this Agreement, the Mergers and the other Transactions, including the Mergers, upon the terms and subject to the conditions set forth herein, is advisable and in the best interests of the Company and the holders of Company Capital Stock and in accordance with the provisions of applicable Laws and the Company Governing Documents and (ii) has submitted this Agreement to the holders of Company Capital Stock for the purpose of adoption and unanimously recommended that the holders of Company Capital Stock adopt this Agreement. Except for the Requisite Stockholder Approvals, no other vote or approval of the holders of any class or series of capital stock or other Equity Interests of the Company is necessary to approve or adopt this Agreement, the Mergers and the other Transactions to which the Company is a proceeding at law or in equity)party.

Authority Relative to this Agreement. Each The execution, delivery and performance of this Agreement and of all of the other documents and instruments required hereby by Parent and Newco has Merger Subsidiary, including, without limitation, the requisite Parent Promissory Note, the Registration Rights Agreement, and the Earnout Agreement (collectively, the “Agreement Documents”), are within the corporate power and authority to execute of Parent and deliver this Merger Subsidiary. The execution and delivery of each of the Agreement and to consummate the transactions contemplated hereby. This Agreement Documents and the consummation by Parent and Newco of the transactions contemplated hereby thereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco Merger Subsidiary and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings proceeding on the part of Parent and Newco are or Merger Subsidiary is necessary to authorize this such Agreement Documents or to consummate the transactions contemplated herebytherein. This Each of the Agreement has Documents and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by each Parent and Merger Subsidiary, as applicable, and (assuming the due authorization, execution and delivery hereof and thereof by Cirronet) constitute or will constitute valid, legal and binding agreements of Parent and Newco andMerger Subsidiary, assuming this Agreement constitutes enforceable against Parent and Merger Subsidiary in accordance with their respective terms. The Parent Promissory Note, when issued and delivered in accordance with the terms and for the consideration expressed herein, shall be a valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and NewcoParent, enforceable against each of them in accordance with its terms; the Stock Consideration, except that when issued and delivered in accordance with the enforcement hereof may terms and for the consideration expressed herein, shall constitute validly issued, fully paid and non-assessable shares of Parent Common Stock; and the Parent Common Stock to be limited issued upon exercise of the Cirronet Options, when issued and delivered in accordance with the terms and for the consideration expressed in the Cirronet Options (as modified by (a) bankruptcythe terms of this Agreement), insolvencyshall be validly issued, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally fully paid and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)non-assessable.

Authority Relative to this Agreement. Each of Parent Such Stockholder has all requisite legal authority and Newco has the requisite corporate power and authority to execute and deliver this Agreement, the Holdings Stockholders' Agreement and the Buyer Stockholders' Agreement and to consummate the transactions contemplated herebyhereby and thereby. This The execution and delivery of this Agreement, the Holdings Stockholders' Agreement and the Buyer Stockholders' Agreement and the consummation by Parent and Newco of the transactions contemplated hereby and thereby by such Stockholder have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newcoall required action, andif any, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance part of shares of Parent Common Stock in the Merger such Stockholder and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco such Stockholder are necessary to authorize this Agreement, the Holdings Stockholders' Agreement or the Buyer Stockholders' Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco such Stockholder and, assuming this Agreement has been duly authorized, executed and delivered by Buyer and the other Stockholders, constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Newcosuch Stockholder, enforceable against each of them such Stockholder in accordance with its terms. Upon the execution and delivery thereof by such Stockholder (and assuming the due authorization, except that execution and delivery thereof by Buyer and the enforcement hereof may be limited by (a) bankruptcyother Stockholders), insolvencythe Holdings Stockholders' Agreement and the Buyer Stockholders' Agreement will constitute valid and binding agreements of such Stockholder, reorganizationenforceable against such Stockholder in accordance with their terms. BY ITS EXECUTION OF THIS AGREEMENT, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)SUCH STOCKHOLDER HAS DULY EMPOWERED AIP TO ACT AS ITS REPRESENTATIVE FOR THE PURPOSES SET FORTH IN THIS AGREEMENT.

Authority Relative to this Agreement. Each of Parent FRS and Newco each Seller that is a Trust has the requisite corporate full power and authority to execute enter into and deliver perform its obligations under this Agreement and each Ancillary Agreement to consummate which it will be a party. Each Seller Party that is an individual and each Trust Beneficiary has the transactions contemplated hereby. This requisite capacity to enter into and perform its obligations under this Agreement and each Ancillary Agreement to which it will be a party. The execution and delivery of this Agreement by FRS and each Trust and the consummation performance by Parent FRS and Newco each Trust of the transactions contemplated hereby its obligations hereunder have been duly and validly authorized by the respective Boards Board of Directors of Parent and Newco and by Parent FRS or the trustees of such Trust, as the sole stockholder of Newcocase may be, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate or other proceedings on the part of Parent and Newco FRS or Trust are necessary to authorize the execution and delivery of this Agreement or the consummation of the Acquisition or the other transactions contemplated in this Agreement, except as set forth in Section 4.2 of the Seller Disclosure Schedule. The execution and delivery of each Ancillary Agreement to consummate which FRS or any Trust will be a party and the performance by FRS or Trust, as the case may be, of its obligations thereunder have been duly authorized by the Board of Directors of FRS or the trustees of such Trust, as the case may be, and no other proceedings on the part of FRS or Trust are necessary to authorize the execution and delivery of such Ancillary Agreement or the consummation of the transactions contemplated herebythereby. This Agreement has been duly and validly executed and delivered by FRS, each Seller and each Trust Beneficiary. Each Ancillary Agreement required to be executed and delivered by FRS, any Seller or any Trust Beneficiary at the Closing will be, upon its execution and delivery, duly executed and delivered by FRS, Seller or Trust Beneficiary, as the case may be. Assuming the valid authorization, execution and delivery of Parent and Newco and, assuming this Agreement constitutes (and each Ancillary Agreement to which Buyer Parent, Buyer or Buyer Sub will be a party) by Buyer Parent, Buyer and/or Buyer Sub, as the case may be, this Agreement is, and each Ancillary Agreement to which FRS, any Seller or any Trust Beneficiary is a party will be, upon its execution and delivery, a valid and binding agreement obligation of the CompanyFRS, constitutes the valid and binding agreement of each of Parent and NewcoSeller or Trust Beneficiary, enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco has Subject only to the requisite approval of the Merger and this Agreement by the shareholders of the Company, the Company has full corporate power and authority to execute and deliver this Agreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the "Ancillary Agreements") to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. This The Company's board of directors has approved this Agreement and declared its advisability. The execution and delivery by the Company of this Agreement and the other agreements attached to this Agreement to which the Company is a party and the consummation by Parent and Newco the Company of the transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary action by the respective Boards board of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority directors of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger Company, and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings action on the part of Parent and Newco are necessary the board of directors of the Company is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements to consummate which the Company is a party and the consummation by the Company of the transactions contemplated herebyhereby and thereby. This Agreement has and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery hereof and thereof by Broadcom, each constitutes the or will constitute, as applicable, a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, Company enforceable against each of them the Company in accordance with its respective terms, except that as the enforcement hereof enforceability thereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws now or hereafter in effect relating to the enforcement of creditors' rights generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent ------------------------------------ and Newco Acquisition Sub has the requisite corporate full power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party and to consummate the transactions contemplated herebyContemplated Transactions. This The execution, delivery and performance by Parent and Acquisition Sub of this Agreement and the other Transaction Documents to which they are or will be a party and the consummation by Parent and Newco them of the transactions contemplated hereby Contemplated Transactions have been duly and validly authorized and approved by the respective Boards Parent's and Acquisition Sub's board of Directors of Parent and Newco and by Parent as the sole stockholder of Newcodirectors, respectively, and, except for (i) the affirmative vote of a majority approval of the votes represented by shares stockholders of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by accordance with Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment")6.9, no other corporate proceedings on the part of Parent and Newco or Acquisition Sub are ----------- necessary to authorize the execution and delivery by Parent and Acquisition Sub of this Agreement or the other Transaction Documents to consummate which they are or will be a party or the transactions contemplated herebyconsummation of the Contemplated Transactions. This Agreement has been and the other Transaction Documents to which Parent and Acquisition Sub are a party have been, or when executed and delivered will be, duly and validly executed and delivered by each of Parent and Newco andAcquisition Sub and (assuming the valid execution and delivery thereof by the other parties thereto) constitute, assuming this Agreement constitutes or will constitute, the legal, valid and binding agreement of the Company, constitutes the valid and binding agreement of each agreements of Parent and NewcoAcquisition Sub, respectively, enforceable against each of them Parent and Acquisition Sub in accordance with its their respective terms, except that the enforcement hereof as such obligations and their enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or applicable bankruptcy and other similar Laws now or hereafter in effect relating to affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite corporate all necessary limited liability company power and authority to execute and deliver this Agreement and each Transaction Document that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby (including the Company Merger). This Agreement The execution and delivery of this Agreement, and the execution and delivery of each of the Transaction Documents to which it is or is required to be a party, and the consummation by Parent and Newco the Company of the transactions contemplated hereby and thereby (including the Company Merger) have been duly and validly authorized by all necessary limited liability company action on the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority part of the votes represented Company (including the approval by shares its managers and members, subject in all cases to the satisfaction of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) terms and conditions of this Agreement (provided that Agreement, including the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock conditions set forth in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"Article VI), and no other corporate proceedings on the part of Parent and Newco the Company or its members are necessary to authorize this Agreement or the other Transaction Documents to which it is or is required to be a party or otherwise bound, or to consummate the transactions contemplated herebyhereby or thereby pursuant to Applicable Law and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by the Company, and, upon the execution and delivery by it of the other Transaction Documents to which it is or is required to be a party, such other Transaction Documents will be duly and validly executed and delivered by it, and each of Parent this Agreement and Newco andsuch other Transaction Documents, assuming this Agreement constitutes the valid due authorization, execution and delivery thereof by the other parties hereto and thereto, constitutes, or upon such execution and delivery will constitute, the legal and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to affecting the enforcement of creditors' ’ rights generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent Naviant and Newco Acquiror has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby (including, without limitation, the issuance of Acquiror's Capital Stock and the Notes). This The execution and delivery of this Agreement and the Ancillary Agreements by Acquiror and Naviant and the consummation by Parent Acquiror and Newco Naviant of the transactions contemplated hereby and thereby (including, without limitation, the issuance of Acquiror's Capital Stock and the Notes) have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco Acquiror or Naviant (as applicable) are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and as of the Closing the Ancillary Agreements will have been, duly and validly executed and delivered by each of Parent Acquiror and Newco Naviant and, assuming this Agreement constitutes the due authorization, execution and delivery by the other parties hereto and thereto, constitute (or, in the case of the Ancillary Agreements, will constitute) the legal, valid and binding agreement of the Company, constitutes the valid and binding agreement obligations of each of Parent Acquiror and NewcoNaviant, enforceable against each of them Acquiror or Naviant (as applicable) in accordance with its their respective terms, except to the extent that the enforcement enforceability hereof or thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors' rights generally and (b) general by principles of equity (regardless regarding the availability of whether enforceability is considered in a proceeding at law or in equity)remedies.

Authority Relative to this Agreement. (a) Each of Parent FIND and Newco Merger-Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and all of the other agreements with respect to the Transactions in relation to which it is contemplated as a party under this Agreement and, with respect to the Merger, upon the approval of this Agreement and the Merger by the FIND Stockholders as may be required under applicable Law or otherwise in accordance with this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. This The execution and delivery of this Agreement and all of the other agreements by FIND and Merger-Sub and the consummation by Parent FIND and Newco Merger-Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate action and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco FIND or Merger-Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions, other than, with respect to the Merger, the approval of this Agreement and the Transactions by the FIND Stockholders in accordance with applicable Law and the filing and recordation of the Merger Certificate as required with the Secretary of States of each of Nevada, Florida, and Delaware in accordance with this Agreement and applicable Law. This Agreement has been duly and validly executed and delivered by each of Parent FIND and Newco Merger-Sub, and, assuming the due authorization, execution and delivery of this Agreement by the FIND Principal Stockholder, and TRC, constitutes the a legal, valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of each of Parent FIND and NewcoMerger-Sub, enforceable against each of them FIND and Merger-Sub in accordance with its terms, except that as the enforcement hereof enforceability thereof may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now affecting or hereafter in effect relating to creditors' ’ rights generally generally, and (bii) general principles the availability of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)injunctive relief and other equitable remedies.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite full corporate power and authority to execute and deliver this Agreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreements”) to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. This The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is or will become a party and the consummation by Parent and Newco the Company of the transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action by the respective Boards of Directors of Parent Company, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings action on the part of Parent and Newco are necessary the Company is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Company is or to consummate will become a party and the consummation by the Company of the transactions contemplated herebyhereby and thereby. This Agreement has and the Ancillary Agreements to which the Company is or will become a party have been or will be, as applicable, duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery hereof (and, in the case of the Ancillary Agreements to which Purchaser is a party, thereof) by, and enforceability against, Purchaser, each constitutes the or will constitute, as applicable, a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, Company enforceable against each of them the Company in accordance with its respective terms, except that as the enforcement hereof enforceability thereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws now or hereafter in effect relating to the enforcement of creditors' ’ rights generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco SPAC has the requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Agreements to which it is a party; and (b) carry out its obligations under this Agreement and the other Transaction Agreements and to consummate the transactions Transactions (including the Mergers) contemplated herebyhereby and thereby. This The execution and delivery by SPAC of this Agreement and the other Transaction Agreements to which it is (or will be) a party, and the consummation by Parent and Newco SPAC of the transactions contemplated hereby Transactions (including the Mergers) have been (or, in the case of any Transaction Agreement entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast all necessary corporate action on the proposal to approve the issuance part of shares of Parent Common Stock in the Merger SPAC, and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco SPAC are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the transactions Transactions contemplated herebyhereby and thereby, other than approval of the SPAC Shareholder Matters. This Agreement has and the other Transaction Agreements to which SPAC is (or will be) a party have been (or, in the case of any Transaction Agreement entered into after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by each of Parent and Newco SPAC and, assuming this Agreement constitutes the valid due authorization, execution and delivery hereof and thereof by the Company and the other parties thereto, constitute or will constitute, upon execution thereof, as applicable, the legal and binding agreement obligations of the Company, constitutes the valid and binding agreement of each of Parent and Newco, SPAC enforceable against each of them it in accordance with its their terms, except that the enforcement hereof insofar as enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting creditors' ’ rights generally and (b) general or by principles governing the availability of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)equitable remedies.

Authority Relative to this Agreement. Each of Parent and Newco Subject only to the Company Stockholder Approvals (as defined below), the Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery by the Company of this Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other necessary corporate proceedings action on the part of Parent and Newco are necessary the Company, subject only to authorize this Agreement or to consummate the transactions contemplated herebyCompany Stockholder Approvals. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes the legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to creditors' rights generally and (b) by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law law). As of the date of this Agreement, the Board of Directors of the Company has determined that it is fair to, advisable and in the best interests of the Company's stockholders for the Company to enter into a business combination with Parent and Merger Sub upon the terms and subject to the conditions of this Agreement, and has recommended that the Company's stockholders approve and adopt this Agreement and the Merger, and, unless notice thereof has been given to Parent in the manner required by this Agreement, none of the aforesaid actions by the Company's Board of Directors has been amended, rescinded or in equitymodified. The action taken by the Company's Board of Directors constitutes approval of the Merger and the other transactions contemplated hereby by the Company's Board of Directors under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement or the transactions contemplated hereby. The affirmative votes of the holders of a majority of the shares of Company Common Stock issued and outstanding on the record date set for the meeting of the Company's stockholders to adopt and approve this Agreement and approve the Merger (the "COMPANY STOCKHOLDERS MEETING") are the only votes of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and approve the Merger under the DGCL and the Company Charter (the "COMPANY STOCKHOLDER APPROVALS").

Authority Relative to this Agreement. Each of Parent and Newco the Vendors has the requisite corporate power to enter into and authority to execute and deliver perform its obligations under this Agreement and each Ancillary Agreement to consummate the transactions contemplated herebywhich it will be a party. This Agreement The execution and the consummation by Parent and Newco of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) delivery of this Agreement (provided that and each Ancillary Agreement to which each Vendor will be a party, the total vote cast on consummation of the proposal to approve the issuance of shares of Parent Common Stock in the Merger Acquisition and the other transactions contemplated in Articles II and III have been duly authorized by this Agreement represents a majority in interest the board of all securities directors or sole shareholder of Parent entitled to vote on such proposal) Vendor, and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco such Vendor, including any approval by the sole shareholder or board of directors of such Vendor, are necessary to authorize this Agreement, any Ancillary Agreement to which such Vendor will be a party, the consummation of the Acquisition, or to consummate the other transactions contemplated herebyin Articles II and III. This Agreement has been duly and validly executed and delivered by each Vendor. Each Ancillary Agreement required to be executed and delivered by either Vendor at the Closing will be, upon its execution and delivery as provided in Section 3.2 or elsewhere in this Agreement, duly executed and delivered by such Vendor. At the Time of Parent Closing, all necessary corporate action will have been taken by Laidxxx Xxxte Systems Ltd. and Newco andLaidxxx Xxxte Systems (Canada) Ltd. to consent to or authorize the transfer of the Shares to the Purchaser as contemplated hereby. Assuming the valid authorization, assuming execution and delivery of this Agreement constitutes (and each Ancillary Agreement to which the Purchaser will be a party) by the Purchaser, this Agreement is, and each Ancillary Agreement to which either Vendor will be a party and to which the Purchaser is the other party, will be, upon its execution and delivery at the Closing as provided in Section 3.2 or elsewhere in this Agreement, a valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newcosuch Vendor, enforceable against each of them such Vendor by the Purchaser in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect laws relating to or affecting creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)by equitable principles.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and the consummation by Parent and Newco of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement, including the Former Subsidiaries Distribution. The execution and delivery of this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) by the Company and (ii) the affirmative vote consummation by the Company of the holders of 66 2/3% of Merger and the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase other transactions contemplated by this Agreement, including the number of shares of Parent Common Stock which Parent is Former Subsidiaries Distribution, have been duly and validly authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), by all necessary corporate action and no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated herebyby this Agreement, other than, with respect to the Merger, the adoption of this Agreement by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholders’ Merger Approval”) and the filing of the Articles of Merger as required by the BCL and the Certificate of Merger as required by the DGCL, and, with respect to the Former Subsidiaries Distribution, the approval of such Former Subsidiaries Distribution by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholders’ Distribution Approval,” and together with the Company Stockholders’ Merger Approval, the “Company Stockholders’ Approval”). This Agreement has been duly authorized and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof (i) such enforceability may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws laws now or hereafter in effect relating to affecting creditors' ’ rights generally and (bii) general principles the availability of equity (regardless the remedy of whether enforceability is considered in a specific performance or injunction or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the all requisite corporate power and authority to execute and deliver enter into this Agreement and and, with receipt of the Requisite Stockholder Approvals in the form of the Stockholder Written Consent to consummate the transactions contemplated hereby. This Agreement Mergers and the consummation by Parent other Transactions to which the Company is a party. The execution and Newco delivery of this Agreement and, upon receipt of the transactions contemplated hereby Stockholder Written Consents immediately following the execution of this Agreement, the consummation of the Mergers and the other Transactions to which the Company is a party have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other necessary corporate proceedings action on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming the due execution and delivery of this Agreement constitutes by the valid and binding agreement of the Companyother parties hereto, constitutes the valid and binding agreement obligation of each of Parent and Newco, the Company enforceable against each of them the Company in accordance with its termsterms subject only to the effect, except that the enforcement hereof may be limited by if any, of (ai) bankruptcy, insolvency, reorganization, moratorium or applicable bankruptcy and other similar Laws now or hereafter in effect relating to creditors' applicable Law affecting the rights of creditors generally and (bii) general principles rules of equity law governing specific performance, injunctive relief and other equitable remedies (regardless the “Enforceability Exceptions”). The Company Committee, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of whether enforceability the Company Committee, has (i) approved this Agreement, the Mergers and the other Transactions to which the Company is considered a party and determined that this Agreement, the Mergers and the other Transactions, including the Mergers, upon the terms and subject to the conditions set forth herein, is advisable and in the best interests of the Company and the holders of Company Capital Stock and in accordance with the provisions of applicable Laws and the Company Governing Documents and (ii) has submitted this Agreement to the holders of Company Capital Stock for the purpose of adoption and unanimously recommended that the holders of Company Capital Stock adopt this Agreement. Except for the Requisite Stockholder Approvals, no other vote or approval of the holders of any class or series of capital stock or other Equity Interests of the Company is necessary to approve or adopt this Agreement, the Mergers and the other Transactions to which the Company is a proceeding at law or party. The Company and the Sellers have the right to duly, validly and irrevocably invoke the drag-along right set forth in equity)Section 3 of the Company Voting Agreement and have complied with and satisfied all requirements set forth therein, including, without limitation, the approval of the Electing Holders.

Authority Relative to this Agreement. Each Subject to the receipt of Parent the Company Shareholder Approval, the Company and Newco has Merger Sub (together, the “Company Parties”) each have or will have all requisite corporate or other organizational power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Agreements to which such Group Company is or will as of the Closing be a party, and each ancillary document that such Company Party has executed or delivered or is to execute or deliver pursuant to this Agreement prior to the Closing; (b) carry out such Company Party’s obligations hereunder and thereunder and (c) consummate the transactions contemplated herebyTransactions. This Subject to the receipt of the Company Shareholder Approval, the execution and delivery by the Company Parties of this Agreement and the other Transaction Agreements to which it is a party (or to which, as of the Closing, it will be a party) and the consummation by Parent and Newco such Company Party of the transactions contemplated hereby Transactions have been (or, in the case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized by all requisite action on the respective Boards part of Directors such Company Party (including (x) with respect to the Company, the approval by the Company Board and (y) with respect to Merger Sub, the approval by the board of Parent and Newco directors of Merger Sub and by Parent the Company, as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"Sub), and no other corporate proceedings on the part of Parent and Newco any Company Party are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions. This Agreement has and the other Transaction Agreements to which any Company Party is a party have been (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by each of Parent and Newco such Company Party and, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement constitutes Agreement, will constitute) the valid legal and binding agreement obligations of the Company, constitutes the valid and binding agreement of each of Parent and Newcoapplicable Company Party, enforceable against each of them such Company Party in accordance with its terms, except that the enforcement hereof insofar as enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, forbearance or other similar Laws now or hereafter in effect relating to laws affecting creditors' ’ rights generally and (b) general or by principles governing the availability of equity equitable remedies (regardless of whether enforceability enforcement is considered sought in a proceeding at law or in equity) (the “Enforcement Exceptions”).

Authority Relative to this Agreement. Each of Parent Buyer and Newco has the requisite corporate power Southern Union have full corporate, or other power, and authority to execute and deliver this Agreement, the Related Agreements and the other agreements, documents and instruments to be executed and delivered by each of them in connection with this Agreement or the Related Agreements, and to consummate the transactions contemplated herebyhereby and thereby, including the issuance and delivery of the Southern Union Shares, their registration pursuant to the Shelf Registration Statement and the Listing. This The execution, delivery and performance of this Agreement, the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements and the consummation by Parent and Newco of the transactions contemplated hereby and thereby, including the issuance and delivery of the Southern Union Shares, their registration pursuant to the Shelf Registration Statement and the Listing, have been duly and validly authorized by all the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast necessary action on the proposal to approve the issuance part of shares of Parent Common Stock in the Merger Buyer and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) Southern Union and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate corporate, or other proceedings on the part of Parent and Newco Buyer or Southern Union are necessary to authorize this Agreement, the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements or to consummate the transactions contemplated herebyhereby and thereby, including the issuance and delivery of the Southern Union Shares, their registration pursuant to the Shelf Registration Statement and the Listing. This Agreement has been been, and the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements as of the Closing Date will be, duly and validly executed and delivered by each of Parent Buyer or Southern Union, as applicable, and Newco andassuming that this Agreement, assuming the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement constitutes or the Related Agreements constitute legal, valid and binding agreement agreements of Seller and the Seller Counterparties, as applicable, are (in the case of this Agreement) or will be as of the CompanyClosing Date (in the case of the Related Agreements and the other agreements, constitutes documents and instruments to be executed and delivered in connection with this Agreement or the valid and binding agreement of each of Parent and NewcoRelated Agreements), enforceable against each of them Buyer and Southern Union in accordance with its their respective terms, except that the enforcement hereof such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting or hereafter in effect relating to enforcement of creditors' rights generally and (b) or general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent Acquiror, First Merger Sub and Newco has the requisite Second Merger Sub have all necessary corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. This The execution and delivery of this Agreement by each of Acquiror, First Merger Sub and Second Merger Sub and the consummation by Parent each of Acquiror, First Merger Sub and Newco Second Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the respective Boards of Directors of Parent all necessary corporate or limited liability company, as applicable, action, and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate or limited liability company, as applicable, proceedings on the part of Parent and Newco Acquiror, First Merger Sub or Second Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Acquiror Proposals (other than the Domestication), (i) the approval and adoption of this Agreement by an ordinary resolution under Cayman Islands law by (x) the holders of a majority of the shares of Acquiror Common Stock, voting together as a single class, represented in person or by proxy and entitled to vote thereon, voting and who vote at a general meeting with respect thereto and (y) the holders of a majority of the outstanding shares of First Merger Sub Common Stock, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and DLLCA and (b) with respect to the Domestication, the approval and adoption of the Domestication (including the adoption and approval of the amendment to the Acquiror Articles of Association, a certificate of corporate domestication and the Domestication Organizational Documents) by special resolution under Cayman Islands law by the holders of at least two-thirds of the shares of Acquiror Common Stock, voting together as a single class, represented in person or by proxy and entitled to vote thereon, voting and who vote at a general meeting with respect thereto) (collectively, the “Acquiror Stockholders’ Approval”). This Agreement has been duly and validly executed and delivered by each of Parent Acquiror, First Merger Sub and Newco Second Merger Sub and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of delivery by the Company, constitutes the a legal, valid and binding agreement obligation of each of Parent and NewcoAcquiror, First Merger Sub or Second Merger Sub, enforceable against each of them Acquiror, First Merger Sub or Second Merger Sub in accordance with its termsterms subject to the Remedies Exceptions. The Acquiror Board has approved this Agreement and the Transactions (including the Domestication), except and such approvals are sufficient so that the enforcement hereof may be limited by (a) bankruptcyrestrictions on business combinations set forth in the Acquiror Articles of Association shall not apply to the Mergers, insolvencythis Agreement, reorganizationany Ancillary Agreement or any of the other Transactions. To the knowledge of Acquiror, moratorium no other state takeover statute is applicable to the Mergers or the other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)Transactions.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions, subject, with respect to the Merger, to the Company Stockholder Approval (as defined below). This The execution and delivery of this Agreement by the Company and the consummation by Parent and Newco the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority part of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger Company and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions other than (i) with respect to the Merger, the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement with respect to, and the receipt of, the Company Stockholder Approval if and to the extent required by applicable law, (ii) the filing of the Certificate of Merger as required by Delaware Law, and (iii) such filings as may be required under, and in compliance with the other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other applicable Antitrust Law (as defined herein). The affirmative vote of the holders of a majority of the shares of Company Common Stock issued and outstanding on the record date set for the meeting of the Company’s stockholders to adopt this Agreement in accordance with applicable law is the only vote of the holders of capital stock of the Company necessary to adopt this Agreement under applicable Legal Requirements and the Company Charter Documents (the “Company Stockholder Approval”). This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid legal and binding agreement obligation of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect laws relating to creditors' ’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco The Buyer has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby. This The execution and delivery of this Agreement and the Ancillary Agreements and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the respective Boards of Directors of Parent and Newco and by Parent as the sole stockholder of Newco, and, except for (i) the affirmative vote of a majority part of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger Buyer, and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of Parent and Newco the Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each the Buyer, and assuming the accuracy of Parent Sellers' representations and Newco andwarranties contained in Section 5.2, assuming and subject to the receipt of the Buyer Required Regulatory Approvals, the Seller Required Consents and the Seller Required Regulatory Approvals, this Agreement constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and NewcoBuyer, enforceable against each of them the Buyer in accordance with its terms, except that the enforcement hereof such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting or hereafter in effect relating to enforcement of creditors' rights generally and (b) or general principles of equity (regardless equity. The Ancillary Agreements, when executed, will, assuming the accuracy of whether Sellers' representations and warranties contained in Section 5.2, and subject to the receipt of the Buyer Required Regulatory Approvals, the Seller Required Consents and the Seller Required Regulatory Approvals, constitute valid and binding agreements of Buyer, enforceable against the Buyer in accordance with their terms, except as such enforceability is considered in a proceeding at law may be limited by applicable bankruptcy, insolvency, moratorium or in other similar laws affecting or relating to enforcement of creditors' rights generally or general principles of equity).. 6.3