Common use of Authority Relative to this Agreement; Recommendation Clause in Contracts

Authority Relative to this Agreement; Recommendation. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except, if required by law, the approval and adoption of this Agreement and the Merger by the holders of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principle is applied in a proceeding at law or in equity). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Merger.

Authority Relative to this Agreement; Recommendation. The Company has 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. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby except, if required by law, (other than the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding Sharesshares 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 the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a validlegal, legal valid and binding agreement obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principle is applied in a proceeding at law or in equity). The Board has of Directors of the Company (the "Company Board") has, at a meeting duly called and held at which all directors of the Company were present, duly and validly approvedunanimously 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 taken all corporate actions required the Merger are fair to and in the best interests of the stockholders of the Company, (iii) determining that the consideration to be taken by paid in the Board (including but not limited Merger is fair to all actions and in the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 best interests of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition stockholders of the Shares pursuant theretoCompany and (iv) recommending that the stockholders of the Company approve this Agreement; which resolutions have not been subsequently rescinded, the Preferred Stock Issuance and the Mergermodified or withdrawn in any way.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger, to the affirmative vote or written consent of the holders of a majority of the outstanding Shares of the Company’s Common Stock in favor of the approval and adoption of this Agreement and approval of the Merger in accordance with the DGCL (the “Company Stockholder Approval”), unless the Company Stockholder Approval is not required pursuant to Section 253 of the DGCL. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board Company Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby excepthereby, if required by law, except the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, constitutes a valid, legal and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to any applicable bankruptcy, insolvencyinsolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors' ’ rights generally, and except as the availability of equitable remedies may be limited by the application of generally or to general principles of equity (regardless of whether such equitable principle enforcement is applied considered in a proceeding in equity or at law or in equitylaw). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Merger.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by the Board of Directors of the Company (the "Company Board"). The Company Board has directed that this Agreement be submitted to the Company's stockholders for approval at the meeting of the Company's stockholders to be held in connection with the Merger (the "Company Stockholders Meeting"), and except for the approval of the Merger and the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares (the "Company Stockholder Approval"), no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except, if required by law, the approval and adoption of this Agreement and the Merger by the holders of the outstanding Shareshereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition, constitutes a the valid, legal and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of generally or to general principles of equity (regardless of whether such equitable principle is applied in a proceeding at law or in equity). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Merger.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "COMPANY BOARD"), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Agreement, or to consummate the transactions contemplated hereby excepthereby, if required by law, except the approval of the Merger and the approval and adoption of this Agreement by the shareholders of the Company as specified in Section 2.3(b) below. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and held, has adopted resolutions by the unanimous vote of the non-employee directors (i) approving and declaring advisable this Agreement, the Merger and the Merger other transactions to be entered into by the holders Company, as contemplated by this Agreement, (ii) exempting the Merger and the transactions contemplated by this Agreement from the "interested shareholder" provisions of the outstanding SharesCompany's Articles of Association, (iii) concluding, after taking into account the financial condition of the merging companies, that in its opinion there is no reasonable suspicion that the Surviving Company will not be able to pay its debts to its creditors, (iv) declaring that it is in the best interests of the Company (including its shareholders) that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated hereby, (v) directing that the adoption of this Agreement be submitted as promptly as practicable to a vote at the Company Shareholders Meeting, and (vi) recommending that the shareholders of the Company adopt this Agreement and approve the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by the Company and constitutes constitutes, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, a valid, legal and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of generally or to general principles of equity (regardless of whether such equitable principle is applied in a proceeding at law or in equity). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Merger.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger, to the affirmative vote or written consent of the holders of a majority of the outstanding Shares of the Company’s Common Stock in favor of the approval and adoption of this Agreement and approval of the Merger in accordance with the DGCL (the “Company Stockholder Approval”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board Company Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby excepthereby, if required by law, except the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, constitutes a valid, legal and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to any applicable bankruptcy, insolvencyinsolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors' ’ rights generally, and except as the availability of equitable remedies may be limited by the application of generally or to general principles of equity (regardless of whether such equitable principle enforcement is applied considered in a proceeding in equity or at law or in equitylaw). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Merger.

Authority Relative to this Agreement; Recommendation. The Company has all necessary corporate power and authority to execute and deliver this Agreement, and each of the Company and its subsidiaries has all necessary corporate power and authority to execute and deliver the other Transaction Agreements to which it is a party, to perform its obligations under this Agreement and the other Transaction Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly (a) authorized unanimously by the Board of Directors of the Company (the “Company Board”) and no (b) approved and adopted by the holders of at least 74.82% of the outstanding Company Common Stock voting together as a single class. All such Shareholder approvals referred to in this Section 2.3 (including the approval of the Merger) are referred to collectively herein as the “Shareholder Approval”). No other corporate proceedings on the part of the Company or any of its subsidiaries are necessary to authorize and adopt this Agreement or the other Transaction Agreements or to consummate the transactions contemplated hereby except, if required by law, the approval and adoption of this or thereby. This Agreement and the Merger by the holders of the outstanding Shares. This Agreement has other Transaction Agreements have been duly and validly executed and delivered by the Company and constitutes each subsidiary of the Company that is a party thereto and constitute, assuming the due authorization, execution and delivery hereof and thereof by Parent and Acquisition Sub (to the extent a party to such agreement), valid, legal and binding agreement agreements of the Company and each such subsidiary, enforceable against the Company and each such subsidiary in accordance with its their terms, except as such enforceability may be limited by subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors' ’ rights generally, and except as the availability of equitable remedies may be limited by the application of generally or to general principles of equity (regardless of whether such equitable principle is applied in a proceeding at law or in equity). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Merger.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement, to perform its obligations under this Agreement and the Stock Option Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Board of Directors of the Company (the "Company Board"), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Stock Option Agreement, or to consummate the transactions contemplated hereby exceptor thereby, if required by law, except the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding Shares. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by the Company and constitutes a constitute the valid, legal and binding agreement agreements of the Company Company, enforceable against the Company in accordance with its their terms, except as such enforceability may be limited by subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of generally or to general principles of equity equity. (regardless b) Without limiting the generality of whether such equitable principle is applied in a proceeding at law or in equity). The Board has duly and validly approvedthe foregoing, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 Directors of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and AcquisitionCompany has unanimously (1) for the consummation ofapproved this Agreement, the Stock Option Agreement, the Merger and the other transactions contemplated hereby, including (2) resolved to recommend approval and adoption of this Agreement, the Offer Merger and the acquisition of other transactions contemplated hereby by the Shares pursuant theretoCompany's stockholders, the Preferred Stock Issuance and the Merger(3) has not withdrawn or modified such approval or resolution to recommend (except as otherwise permitted in this Agreement). Section 2.4.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "Company Board") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except, if required by law, except the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding Shares. The Company Board has taken all necessary corporate actions to render the provisions of Section 203 of the DGCL inapplicable to this Agreement, the Merger, the Stockholder Support Agreement and the other transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms, except (i) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein, (ii) as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting the enforcement of creditors' rights generally, and except (iii) as the availability remedy of equitable remedies specific performance and other forms of injunctive relief may be limited by subject to equitable defenses and to the application of general principles of equity (regardless of whether such equitable principle is applied in a proceeding at law or in equity). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 discretion of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Mergercourt before which any proceeding therefor may be brought.

Authority Relative to this Agreement; Recommendation. 3.3.1 The Company has all necessary corporate or similar power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is, or will be, a party, to perform its obligations hereunder and thereunder, and, subject to receipt of the Company Requisite Vote (as described below), to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by the Company of this Agreement and the other Transaction Agreements to which it is a party or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Board Company Board, and no other corporate or similar proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize this Agreement and the other Transaction Agreements or to consummate the transactions contemplated hereby exceptand thereby, if except the receipt of the Company Requisite Vote and filing and recording the appropriate merger documents and forms as required by law, the approval and adoption of this Agreement and the Merger by the holders of the outstanding SharesICL. This Agreement has been, and each Transaction Agreement to which the Company is now or is to become a party has been or by the Effective Time will be, duly and validly executed and delivered by the Company and constitutes a constitutes, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Sub, the valid, legal and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such to the extent that enforceability may be limited by any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws Applicable Laws affecting the enforcement of creditors' ’ rights generally, generally and except as the availability of equitable remedies may be limited by the application of general principles of equity (equity, regardless of whether such equitable principle enforceability is applied considered in a proceeding Proceeding at law or in equity). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Merger.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and each of the other Transaction Documents to which, for the approval of the Company's shareholders under applicable law, under the Company's Articles of Incorporation and bylaws, or it is a party, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents to which, the Company is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Board of Directors of the Company (the "Company Board"), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the other Transaction Documents to which it is a party, or to consummate the transactions contemplated hereby exceptand thereby, if required by except for the approval of the Company's shareholders under applicable law, under the approval Company's Articles of Incorporation and adoption of this Agreement and the Merger by the holders bylaws or as set forth in Section 2.3 of the outstanding SharesCompany Disclosure Letter. This Agreement has and each of the other Transaction Documents to which the Company is a party have been duly and validly executed and delivered by the Company and constitutes a constitutes, assuming the due authorization, execution and delivery hereof and, to the extent they are parties, thereof by Parent, Acquisition and any party thereto, the valid, legal and binding agreement agreements of the Company Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of generally or to general principles of equity (regardless of whether such equitable principle is applied in a proceeding at law or in equity). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Merger.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Escrow Agreement, the Employment Agreements and the Non-Competition Agreements (the "Other Agreements"), to perform its obligations under this Agreement and the Other Agreements, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Other Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Board of Directors of the Company (the "Company Board"), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Other Agreements, or to consummate the transactions contemplated hereby exceptor thereby, if required by law, except the approval and adoption of this Agreement and the Merger by (i) the holders of a majority of the outstanding Sharesshares of Company Common Stock, (ii) the holders of a majority of the outstanding shares' of Company Common Stock, Company Preferred A Stock and the Company Preferred B Stock voting together as a single class and (iii) the holders of sixty-six and two-thirds percent (66-2/3%) of the outstanding shares of Company Preferred A Stock arid Company Preferred B Stock voting together as a single class. This Agreement has and the Other Agreements have been duly and validly executed and delivered by the Company and constitutes a constitute, assuming the due authorization, execution and delivery hereof and thereof by Parent and/or Acquisition, the valid, legal and binding agreement agreements of the Company Company, enforceable against the Company in accordance with its their terms, except as such enforceability may be limited by subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of generally or to general principles of equity (regardless of whether such equitable principle is applied in a proceeding at law or in equity). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Merger.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement be submitted to the Company’s stockholders for approval at the meeting of the Company’s stockholders to be held in connection with the Merger (the “Company Stockholders Meeting”), and except for the approval of the Merger and the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares (the “Company Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except, if required by law, the approval and adoption of this Agreement and the Merger by the holders of the outstanding Shareshereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition, constitutes a the valid, legal and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors' ’ rights generally, and except as the availability of equitable remedies may be limited by the application of generally or to general principles of equity (regardless of whether such equitable principle is applied in a proceeding at law or in equity). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Merger.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Agreement, or to consummate the transactions contemplated hereby excepthereby, if required by law, except the approval of the Merger and the approval and adoption of this Agreement by the shareholders of the Company as specified in Section 2.3(b) below. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and held, has adopted resolutions by the unanimous vote of the non-employee directors (i) approving and declaring advisable this Agreement, the Merger and the Merger other transactions to be entered into by the holders Company, as contemplated by this Agreement, (ii) exempting the Merger and the transactions contemplated by this Agreement from the “interested shareholder” provisions of the outstanding SharesCompany’s Articles of Association, (iii) concluding, after taking into account the financial condition of the merging companies, that in its opinion there is no reasonable suspicion that the Surviving Company will not be able to pay its debts to its creditors, (iv) declaring that it is in the best interests of the Company (including its shareholders) that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated hereby, (v) directing that the adoption of this Agreement be submitted as promptly as practicable to a vote at the Company Shareholders Meeting, and (vi) recommending that the shareholders of the Company adopt this Agreement and approve the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by the Company and constitutes constitutes, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, a valid, legal and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors' ’ rights generally, and except as the availability of equitable remedies may be limited by the application of generally or to general principles of equity (regardless of whether such equitable principle is applied in a proceeding at law or in equity). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Merger.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger, to the affirmative vote of the holders of a majority of the outstanding Shares of the Company’s Common Stock in favor of the approval and adoption of this Agreement and approval of the Merger in accordance with the DGCL (the “Company Stockholder Approval”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except, if required by law, except the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and constitutes constitutes, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, a valid, legal and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to any applicable bankruptcy, insolvencyinsolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors' ’ rights generally, and except as the availability of equitable remedies may be limited by the application of generally or to general principles of equity (regardless of whether such equitable principle enforcement is applied considered in a proceeding in equity or at law or in equitylaw). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Merger.