Common use of REPRESENTATIONS AND WARRANTIES OF THE Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE. COMPANY 17 4.1 Organization and Good Standing 17 4.2 Subsidiaries 17 4.3 Power, Authority and Consents 18 4.4 No Conflict 19 4.5 Capitalization of the Company 20 4.6 Company SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Act Compliance 21 4.7 No Undisclosed Liabilities 23 4.8 Absence of Certain Changes or Events 23 4.9 Taxes 23 4.10 Litigation 26 4.11 Real Property and Personal Property Matters 26 4.12 Environmental Matters 27 4.13 Contracts, Agreements, Arrangements, Commitments and Undertakings 27 4.14 Intellectual Property 30 4.15 Compliance with Laws; Permits 31 4.16 Employees, ERISA and Other Compliance 31 4.17 Insurance 33 4.18 Related Party Transactions 34 4.19 Opinion of Financial Advisor 34 4.20 Broker’s Fees 34 4.21 Capital Expenditures 34 4.22 Accounts Receivable 34 4.23 Customers and Suppliers 35 4.24 FCPA; OFAC 35 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 36 5.1 Organization and Good Standing 36 5.2 Merger Sub 36 5.3 Power, Authority and Consents 36 5.4 No Conflict 37 5.5 Ownership of Company Common Stock 37 5.6 Legal Proceedings 37 5.7 Financing Capability 38 5.8 Solvency 38 5.9 Broker’s Fees 39 ARTICLE VI COMPANY COVENANTS 39 6.1 Advice of Changes 39 6.2 Conduct of Business 40 6.3 Reasonable Best Efforts; Regulatory Approvals 42 6.4 Acquisition Proposals 43 6.5 Preparation of Proxy Statement; Approval of Company Shareholders 47 6.6 Access to Information 49 6.7 Company Cooperation with Debt Financing Efforts 49 6.8 Discharge of Company Funded Indebtedness and Release of Encumbrances 51 6.9 Section 16 Matters 51 6.10 Directors 51 6.11 Public Announcements 51 6.12 Stock Exchange Delisting; Xxxxxxxxxxxxxx 00 6.13 Cooperation Concerning Cash Repatriation 51 ARTICLE VII PARENT COVENANTS 52 7.1 Advice of Changes 52 7.2 Reasonable Best Efforts; Regulatory Approvals 52 7.3 Financing 54 7.4 Proxy Statement 54 7.5 Indemnification of Company Directors and Officers 55 7.6 Employees; Benefit Plans 55 7.7 Public Announcements 56

REPRESENTATIONS AND WARRANTIES OF THE. COMPANY 17 4.1 Organization and Good Standing 17 4.2 Subsidiaries 17 4.3 Power, SHAREHOLDERS AND THE COMPANIES 7 (a) Corporate 7 (b) Shareholders 9 (c) Authority and Consents 18 4.4 9 (d) No Conflict 19 4.5 Capitalization of the Company 20 4.6 Company SEC Filings; Violation 10 (e) Financial Statements; Xxxxxxxx-Xxxxx Act Compliance 21 4.7 No Undisclosed Liabilities 23 4.8 Matters 10 (f) Tax Matters 11 (g) Accounts Receivables 13 (h) Inventory 14 (i) Absence of Certain Changes 14 (j) Absence of Undisclosed Liabilities 16 (k) No Litigation 16 (l) Compliance With Laws and Orders 16 (m) Title to and Condition of Properties 18 (n) Insurance 20 (o) Contracts and Commitments 21 (p) No Default 23 (q) Labor Matters 23 (r) Employee Benefit Plans 24 (s) Employees; Compensation 26 (t) Trade Rights 26 (u) Customers; Suppliers; Dealers and Distributors 27 (v) Product Warranty and Product Liability 28 (w) Certain Relationships to the Companies 28 (x) Assets and Services Necessary to Business 28 (y) Bank Accounts 28 (z) Certain Securities Law Matters 29 (aa) Certain Transactions 29 (bb) No Brokers or Events 23 4.9 Taxes 23 4.10 Litigation 26 4.11 Real Property and Personal Property Matters 26 4.12 Environmental Matters 27 4.13 Contracts, Agreements, Arrangements, Commitments and Undertakings 27 4.14 Intellectual Property 30 4.15 Compliance with Laws; Permits 31 4.16 Employees, ERISA and Other Compliance 31 4.17 Insurance 33 4.18 Related Party Transactions 34 4.19 Opinion of Financial Advisor 34 4.20 Broker’s Fees 34 4.21 Capital Expenditures 34 4.22 Accounts Receivable 34 4.23 Customers and Suppliers 35 4.24 FCPA; OFAC 35 ARTICLE V Finders 29 (cc) Disclosure 29 4. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 36 5.1 Organization and Good Standing 36 5.2 Merger Sub 36 5.3 Power, BUYER 30 (a) Corporate 30 (b) Authority and Consents 36 5.4 No Conflict 37 5.5 Ownership of Company 30 (c) Common Stock 37 5.6 Legal Proceedings 37 5.7 Financing Capability 38 5.8 Solvency 38 5.9 Broker’s Fees 39 ARTICLE VI COMPANY 30 (d) Public Filings 31 (e) No Brokers or Finders 31 (f) Disclosure 31 5. COVENANTS 39 6.1 Advice of Changes 39 6.2 PRIOR TO THE CLOSING 31 (a) Pre-Closing Access to Information 31 (b) Conduct of Business 40 6.3 Reasonable Best EffortsPending the Closing 32 (c) Further Actions 34 (d) Certain Filings 34 (e) Lease Matters; Regulatory Approvals 42 6.4 Acquisition Proposals 43 6.5 Preparation Estoppel Certificates 35 (f) Repayment of Proxy Statement; Approval Advances to Employees 35 (g) 401(k) Plan Contribution and Management Bonus Plan 35 (h) Notification 35 (i) Disclosure Document 35 (j) Disclosure 35 (k) Purchase Price Adjustment for Supplements 36 (l) Post-Closing Insurance Coverage 36 (m) Review and Conversion of Company Shareholders 47 6.6 Financial Statements 36 (n) Purchase Price Adjustment for Accounting Adjustments 37 6. ADDITIONAL COVENANTS 37 (a) Post-Closing Access to Information; Cooperation 37 (b) Tax Matters 38 (c) Non-competition 40 (d) Confidential Information 49 6.7 Company Cooperation with Debt Financing Efforts 49 6.8 Discharge 41 (e) Sales of Company Funded Indebtedness and Release of Encumbrances 51 6.9 Section 16 Matters 51 6.10 Directors 51 6.11 Public Announcements 51 6.12 Common Stock Exchange Delisting; Xxxxxxxxxxxxxx 00 6.13 Cooperation Concerning Cash Repatriation 51 ARTICLE VII PARENT COVENANTS 52 7.1 Advice of Changes 52 7.2 Reasonable Best Efforts; Regulatory Approvals 52 7.3 Financing 54 7.4 Proxy Statement 54 7.5 Indemnification of Company Directors and Officers 55 7.6 Employees; Benefit Plans 55 7.7 Public Announcements 56After Closing 42 (f) Further Assurances 42 (g) Receivables Guarantee 42 (h) Compliance by the Companies 43

REPRESENTATIONS AND WARRANTIES OF THE. COMPANY 17 4.1 Organization and 14 2.1 Organization, Good Standing and Qualification; Subsidiaries 15 2.2 Authority 15 2.3 Non-Contravention 16 2.4 Necessary Approvals 16 2.5 Company Capitalization 17 4.2 Subsidiaries 17 4.3 Power, Authority 2.6 Directors and Consents Officers 18 4.4 No Conflict 2.7 Organizational Documents; Books and Records 19 4.5 Capitalization of the 2.8 Company 20 4.6 Company SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Act Compliance 21 4.7 No Undisclosed Liabilities 23 4.8 Statements 19 2.9 Absence of Certain Changes or Events 23 4.9 20 2.10 Taxes 23 4.10 Litigation 26 4.11 22 2.11 Actions and Proceeding 25 2.12 Compliance with Laws and Orders 25 2.13 Approvals and Permits 25 2.14 Employee Benefit Matters 25 2.15 Employment and Labor Matters 27 2.16 Real Property and 29 2.17 Tangible Personal Property Matters 26 4.12 29 2.18 Intellectual Property 29 2.19 Contracts 34 2.20 Insurance 36 2.21 Affiliate Transactions 37 2.22 Environmental Matters 27 4.13 Contracts, Agreements, Arrangements, Commitments 37 2.23 Brokers 37 2.24 Banks and Undertakings 27 4.14 Intellectual Property 30 4.15 Compliance with Laws; Permits 31 4.16 Employees, ERISA and Other Compliance 31 4.17 Insurance 33 4.18 Related Party Transactions 34 4.19 Opinion of Financial Advisor 34 4.20 Broker’s Fees 34 4.21 Capital Expenditures 34 4.22 Brokerage Accounts Receivable 34 4.23 37 2.25 Customers and Suppliers 35 4.24 FCPA; OFAC 35 37 2.26 Disclosure 38 ARTICLE V 3 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 36 5.1 38 3.1 Organization and Good Standing 36 5.2 Merger Sub 36 5.3 Power, Qualification 38 3.2 Authority 38 3.3 Non-Contravention 39 3.4 Necessary Approvals 39 3.5 Financing Resources 39 TABLE OF CONTENTS (Continued) Page ARTICLE 4 ADDITIONAL AGREEMENTS 40 4.1 Stockholder Approval; Section 280G Approvals; Parent Review and Consents 36 5.4 Approval 40 4.2 No Conflict 37 5.5 Ownership Solicitation 41 4.3 Notification of Certain Matters 41 4.4 Confidentiality 42 4.5 Public Disclosure 42 4.6 Reasonable Best Efforts 42 4.7 Regulatory Filings 43 4.8 Director and Officer Indemnification 43 4.9 Treatment of Company Common Employees 43 4.10 Retention Restricted Stock 37 5.6 Legal Proceedings 37 5.7 Financing Capability 38 5.8 Solvency 38 5.9 Broker’s Fees 39 ARTICLE VI COMPANY COVENANTS 39 6.1 Advice Unit Grants 44 4.11 Transaction Expenses 44 4.12 Tax Matters 44 4.13 Amendment of Changes 39 6.2 Company Option Plan 46 4.14 Termination of Company 401(k) Plan 46 4.15 U.S. GAAP Audit 47 4.16 Conduct of Business 40 6.3 Reasonable Best Efforts; Regulatory Approvals 42 6.4 Acquisition Proposals 43 6.5 Preparation of Proxy Statement; Approval the Company 47 ARTICLE 5 CONDITIONS TO THE MERGER 50 5.1 Conditions to Obligations of Each Party to Effect the Merger 50 5.2 Additional Conditions to Obligations of the Company Shareholders 47 6.6 Access 51 5.3 Additional Conditions to Information 49 6.7 Company Cooperation with Debt Financing Efforts 49 6.8 Discharge the Obligations of Company Funded Indebtedness Parent and Release of Encumbrances 51 6.9 Section 16 Matters 51 6.10 Directors 51 6.11 Public Announcements 51 6.12 Stock Exchange Delisting; Xxxxxxxxxxxxxx 00 6.13 Cooperation Concerning Cash Repatriation Merger Sub 51 ARTICLE VII PARENT COVENANTS 52 7.1 Advice 6 SURVIVAL & INDEMNIFICATION 54 6.1 Survival of Changes 52 7.2 Reasonable Best Efforts; Regulatory Approvals 52 7.3 Financing Representations, Warranties, Covenants and Agreements 54 7.4 Proxy Statement 54 7.5 6.2 Indemnification 55 6.3 Limitations on Indemnification Recoveries 56 6.4 Period for Indemnification Claims Against Escrow Fund 57 6.5 Indemnification Claim Procedures 58 6.6 Resolution of Company Directors and Officers 55 7.6 Employees; Benefit Plans 55 7.7 Public Announcements 56Objections to Indemnification Claims 59 6.7 Stockholders’ Agent 59 6.8 Third Party Claims 60

REPRESENTATIONS AND WARRANTIES OF THE. COMPANY 17 4.1 Organization and Good Standing 17 4.2 Subsidiaries 17 18 4.3 Power, Authority and Consents 18 19 4.4 No Conflict 19 20 4.5 Capitalization of the Company 20 4.6 Company SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Act Compliance 21 4.7 No Undisclosed Liabilities 23 4.8 Absence of Certain Changes or Events 23 24 4.9 Taxes 23 24 4.10 Litigation 26 4.11 Real Property and Personal Property Matters 26 4.12 Environmental Matters 27 4.13 Contracts, Agreements, Arrangements, Commitments and Undertakings 27 28 4.14 Intellectual Property 30 4.15 Compliance with Laws; Permits 31 4.16 Employees, ERISA and Other Compliance 31 32 4.17 Insurance 33 34 4.18 Related Party Transactions 34 4.19 Opinion of Financial Advisor 34 4.20 Broker’s Fees 34 35 4.21 Capital Expenditures 34 35 4.22 Accounts Receivable 34 35 4.23 Customers and Suppliers 35 4.24 FCPA; OFAC 35 36 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 36 5.1 Organization and Good Standing 36 5.2 Merger Sub 36 37 5.3 Power, Authority and Consents 36 37 5.4 No Conflict 37 38 5.5 Ownership of Company Common Stock 37 38 5.6 Legal Proceedings 37 38 5.7 Financing Capability 38 5.8 Solvency 38 39 5.9 Broker’s Fees 39 ARTICLE VI COMPANY COVENANTS 39 40 6.1 Advice of Changes 39 40 6.2 Conduct of Business 40 6.3 Reasonable Best Efforts; Regulatory Approvals 42 43 6.4 Acquisition Proposals 43 44 6.5 Preparation of Proxy Statement; Approval of Company Shareholders 47 48 6.6 Access to Information 49 50 6.7 Company Cooperation with Debt Financing Efforts 49 50 6.8 Discharge of Company Funded Indebtedness and Release of Encumbrances 51 52 6.9 Section 16 Matters 51 52 6.10 Directors 51 52 6.11 Public Announcements 51 52 6.12 Stock Exchange Delisting; Xxxxxxxxxxxxxx 00 6.13 Cooperation Concerning Cash Repatriation 51 52 ARTICLE VII PARENT COVENANTS 52 53 7.1 Advice of Changes 52 53 7.2 Reasonable Best Efforts; Regulatory Approvals 52 53 7.3 Financing 54 55 7.4 Proxy Statement 54 55 7.5 Indemnification of Company Directors and Officers 55 56 7.6 Employees; Benefit Plans 55 57 7.7 Public Announcements 5657 ARTICLE VIII CONDITIONS TO CLOSING OF MERGER 58 8.1 Conditions to Each Party’s Obligation to Effect the Merger 58 8.2 Additional Conditions to Obligations of Parent and Merger Sub 58 8.3 Additional Conditions to Obligations of the Company 59

REPRESENTATIONS AND WARRANTIES OF THE. COMPANY 17 4.1 10 2.1 Organization and Good Standing 17 4.2 Subsidiaries 17 4.3 Power, Authority and Consents 18 4.4 No Conflict 19 4.5 Capitalization of the Company 20 4.6 10 2.2 Authority 10 2.3 No Conflict 11 2.4 Consents 11 2.5 Subsidiaries 11 2.6 Company SEC Filings; Capital Structure 11 2.7 Company Financial Statements; Xxxxxxxx-Xxxxx Act Compliance 21 4.7 No Undisclosed Statements and Internal Controls 13 2.8 Liabilities 23 4.8 14 2.9 Absence of Certain Changes or Events 15 2.10 Restrictions on Business Activities 17 2.11 Real Property; Leases 18 2.12 Assets; Absence of Liens 19 2.13 Intellectual Property 19 2.14 Product Warranties; Defects; Liabilities; Services 20 2.15 Company Contracts 20 2.16 Change of Control Payments 22 2.17 Interested Party Transactions. 22 2.18 Compliance with Laws 23 4.9 Taxes 2.19 Litigation 23 4.10 Litigation 26 4.11 Real Property and Personal Property Matters 26 4.12 2.20 Insurance 23 2.21 Minute Books; Records 23 2.22 Environmental Matters 23 2.23 Brokers’ and Finders’ Fees 24 2.24 Employee Benefit Plans 25 2.25 Employment Matters 27 4.13 Contracts, Agreements, Arrangements, Commitments and Undertakings 27 4.14 Intellectual Property 30 4.15 Compliance with Laws; Permits 31 4.16 Employees, ERISA and Other Compliance 31 4.17 Insurance 33 4.18 Related Party Transactions 34 4.19 Opinion of Financial Advisor 34 4.20 Broker’s Fees 34 4.21 Capital Expenditures 34 4.22 Accounts Receivable 34 4.23 Customers and Suppliers 35 4.24 FCPA; OFAC 35 2.26 Tax Matters 29 2.27 Foreign Corrupt Practices Act 32 2.28 Governmental Authorization 32 2.29 Government Funding 32 2.30 Representations Exclusive 32 ARTICLE V III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 36 5.1 LLC 32 3.1 Organization of Parent and Good Standing 36 5.2 Merger Sub 36 5.3 Power, LLC 32 3.2 Authority and Consents 36 5.4 33 3.3 No Conflict 33 3.4 Consents 33 3.5 Subsidiaries 34 3.6 Capitalization 34 3.7 Parent Financial Statements and Internal Controls 35 3.8 Liabilities 36 3.9 Real Property; Leases 36 3.10 Assets; Absence of Liens 37 5.5 Ownership 3.11 Intellectual Property 37 3.12 Parent Contracts. 38 3.13 Interested Party Transactions 39 3.14 Compliance with Laws 40 3.15 Litigation 40 3.16 Insurance 40 3.17 Minute Books; Records 40 3.18 Environmental Matters 40 3.19 Employee Benefit Plans 41 3.20 Tax Matters. Except as set forth on Schedule 3.20 42 3.21 Foreign Corrupt Practices Act 44 3.22 Governmental Authorization 44 3.23 Brokers’ and Finders’ Fees 45 3.24 Operations of Company Common Stock 37 5.6 Legal Proceedings 37 5.7 Financing Capability 38 5.8 Solvency 38 5.9 Broker’s Fees 39 Merger LLC 45 3.25 Parent Preferred Shares 45 ARTICLE VI COMPANY IV CERTAIN COVENANTS 39 6.1 Advice of Changes 39 6.2 45 4.1 Conduct of Business 40 6.3 Reasonable Best Efforts; Regulatory Approvals 42 6.4 Acquisition Proposals 43 6.5 Preparation of Proxy Statement; Approval of the Company Shareholders 47 6.6 and Subsidiaries 45 4.2 Access to Information 46 4.3 Confidentiality 46 4.4 Consents 46 4.5 Public Disclosure 46 4.6 Notification of Certain Matters 46 4.7 Tax Matters 47 4.8 Interim Cost and Revenue Sharing 49 6.7 Company Cooperation with Debt Financing Efforts 49 6.8 Discharge 4.9 Termination of Company Funded Indebtedness and Release of Encumbrances 51 6.9 Section 16 Matters 51 6.10 Directors 51 6.11 Public Announcements 51 6.12 Stock Exchange DelistingOptions; Xxxxxxxxxxxxxx 00 6.13 Cooperation Concerning Cash Repatriation 51 ARTICLE VII PARENT COVENANTS 52 7.1 Advice of Changes 52 7.2 Reasonable Best Efforts; Regulatory Approvals 52 7.3 Financing 54 7.4 Proxy Statement 54 7.5 Indemnification Termination of Company Directors Equity Incentive Plans 50 4.10 Directors’ and Officers 55 7.6 Employees; Benefit Plans 55 7.7 Public Announcements 56Officers’ Insurance 50 ARTICLE V CONDITIONS TO THE EXECUTION OF THIS AGREEMENT 50 5.1 Conditions to the Execution of this Agreement 50

REPRESENTATIONS AND WARRANTIES OF THE. COMPANY SELLERS 17 4.1 Organization (a) Power and Authority; Enforceability 17 (b) No Conflicts 18 (c) Good Standing 17 4.2 Subsidiaries 17 4.3 Power, Authority and Consents Valid Title 18 4.4 (d) No Conflict Brokers or Finders 19 4.5 Capitalization of the Company 20 4.6 Company SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Act Compliance 21 4.7 No Undisclosed Liabilities 23 4.8 Absence of Certain Changes or Events 23 4.9 Taxes 23 4.10 Litigation 26 4.11 Real Property and Personal Property Matters 26 4.12 Environmental Matters 27 4.13 Contracts, Agreements, Arrangements, Commitments and Undertakings 27 4.14 Intellectual Property 30 4.15 Compliance with Laws; Permits 31 4.16 Employees, ERISA and Other Compliance 31 4.17 Insurance 33 4.18 Related Party Transactions 34 4.19 Opinion of Financial Advisor 34 4.20 Broker’s Fees 34 4.21 Capital Expenditures 34 4.22 Accounts Receivable 34 4.23 Customers and Suppliers 35 4.24 FCPA; OFAC 35 ARTICLE V SECTION 5 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 36 5.1 THE PURCHASER 19 (a) Organization 19 (b) Power and Good Standing 36 5.2 Merger Sub 36 5.3 Power, Authority Authority; Enforceability 19 (c) No Conflicts 20 SECTION 6 COVENANTS OF PARTIES 20 (a) Access 20 (b) Operation of Business and Consents 36 5.4 No Conflict 37 5.5 Ownership of Company Common Stock 37 5.6 Legal Proceedings 37 5.7 Financing Capability 38 5.8 Solvency 38 5.9 Broker’s Fees 39 ARTICLE VI COMPANY COVENANTS 39 6.1 Advice of Changes 39 6.2 Conduct 21 (c) Regulatory Compliance 22 (d) Continued Operation of Business 22 (e) Press Releases 22 (f) Confidential Nature of Information 23 SECTION 7 CONDITIONS TO THE CLOSING 23 (a) The Sellers 23 (b) The Purchaser 26 SECTION 8 CLOSING 29 (a) Stock Certificates; Payment of Purchase Price 30 (b) Consulting Agreement 30 (c) Resignations of Directors of the Company 30 SECTION 9 POST-CLOSING INDEMNITY 30 SECTION 10 LIMITATION OF LIABILITY 35 SECTION 11 POST-CLOSING TAX COOPERATION AND ACCESS 35 SECTION 12 TERMINATION OF AGREEMENT 36 (a) Mutual Consent 36 (b) Expiration Date 36 SECTION 13 EXPENSES 36 SECTION 14 NOTICE 37 SECTION 15 NO SOLICITATION 38 SECTION 16 GOVERNING LAW 39 SECTION 17 ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS 39 SECTION 18 SEVERABILITY 40 6.3 Reasonable Best EffortsSECTION 19 HEADINGS AND SCHEDULES 40 SECTION 20 ASSIGNMENT; Regulatory Approvals 42 6.4 Acquisition Proposals 43 6.5 Preparation SUCCESSORS BOUND 40 SECTION 21 EXECUTION IN COUNTERPARTS 40 SECTION 22 XXXXX XXXX PATENT; APPLICABILITY 40 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of Proxy Statement; Approval this 12th day of Company Shareholders 47 6.6 Access to Information 49 6.7 Company Cooperation with Debt Financing Efforts 49 6.8 Discharge of Company Funded Indebtedness December, 1997, by and Release of Encumbrances 51 6.9 Section 16 Matters 51 6.10 Directors 51 6.11 Public Announcements 51 6.12 Stock Exchange Delisting; Xxxxxxxxxxxxxx 00 6.13 Cooperation Concerning Cash Repatriation 51 ARTICLE VII PARENT COVENANTS 52 7.1 Advice of Changes 52 7.2 Reasonable Best Efforts; Regulatory Approvals 52 7.3 Financing 54 7.4 Proxy Statement 54 7.5 Indemnification of Company Directors between Xxxxxx Industries, Inc., a Louisiana corporation (the "Purchaser"), Orange Shipbuilding Company, Inc., a Texas corporation (the "Company"), and Officers 55 7.6 Employees; Benefit Plans 55 7.7 Public Announcements 56Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxx (each, a "Seller" and collectively, the "Sellers").

REPRESENTATIONS AND WARRANTIES OF THE. COMPANY 17 4.1 HS SHAREHOLDERS AND THE HP OWNERS 6 2.1 Organization and Good Standing 17 4.2 Subsidiaries 17 4.3 Power, Authority of HS and Consents 18 4.4 No Conflict 19 4.5 HP 6 2.2 Capitalization of HS 6 2.3 Capitalization of HP 7 2.4 Corporate Powers 8 2.5 Authority of the Company 20 4.6 Company SEC Filings; HS Shareholders and HP Owners 8 2.6 Binding Effect 8 2.7 No Breach 8 2.8 Consents 8 2.9 Subsidiaries and Other Equity Investments 8 2.10 Interests of Owners of HS and HP 9 2.11 Financial Statements; Xxxxxxxx-Xxxxx Act Compliance 21 4.7 No Statements 9 2.12 Undisclosed Liabilities 23 4.8 9 2.13 Absence of Certain Changes or Events 23 4.9 Taxes 23 4.10 Litigation 26 4.11 9 2.14 Internal Control Over Financial Reporting 10 2.15 Receivables 10 2.16 Real Property and 10 2.17 Leases of Personal Property Matters 26 4.12 11 2.18 Ownership and Use of Assets 11 2.19 Bank Accounts 11 2.20 Insurance 12 2.21 Guarantees 12 2.22 Loan Agreements 12 2.23 Supplier and Customer Relationships 12 2.24 Other Agreements 12 2.25 Absence of Defaults 12 2.26 Litigation 12 2.27 Compliance with Laws 13 2.28 Environmental Matters 27 4.13 Contracts, Agreements, Arrangements, Commitments 13 2.29 Proprietary Information 13 2.30 Tax Matters 13 2.31 Employees 15 2.32 Finders and Undertakings 27 4.14 Intellectual Property 30 4.15 Compliance with Laws; Permits 31 4.16 Employees, ERISA Brokers 15 i Table of Contents (continued) Page 2.33 Accuracy and Other Compliance 31 4.17 Insurance 33 4.18 Related Party Transactions 34 4.19 Opinion of Financial Advisor 34 4.20 Broker’s Fees 34 4.21 Capital Expenditures 34 4.22 Accounts Receivable 34 4.23 Customers and Suppliers 35 4.24 FCPA; OFAC 35 Completeness 15 ARTICLE V 3 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 36 5.1 CALAVO 16 3.1 Organization and Good Standing 36 5.2 Merger Sub 36 5.3 Power, 16 3.2 Corporate Powers 16 3.3 Authority 16 3.4 Binding Effect 16 3.5 No Breach 16 3.6 Consents 16 3.7 Finders and Consents 36 5.4 No Conflict 37 5.5 Ownership of Company Common Stock 37 5.6 Legal Proceedings 37 5.7 Financing Capability 38 5.8 Solvency 38 5.9 Broker’s Fees 39 Brokers 17 3.8 Litigation 17 3.11 Accuracy and Completeness 17 ARTICLE VI COMPANY COVENANTS 39 6.1 Advice of Changes 39 6.2 4 MISCELLANEOUS AGREEMENTS OF THE PARTIES 17 4.1 Access and Confidentiality 17 4.2 Conduct of HS and HP Prior to the Closing 18 4.3 Preservation of the Business 40 18 4.4 Transfer of HS Shares or HP LLC Interests 18 4.5 Consents from Third Parties; Governmental Filings; Cooperation; Estoppel Letters 19 4.6 Publicity 19 4.7 Contribution of Loans 20 4.8 Employees 20 4.9 No Solicitation of Other Transactions 20 4.10 Tax Matters 20 ARTICLE 5 CLOSING 23 5.1 Time, Place, and Date 23 5.2 Calavo’s Closing Deliveries 23 5.3 Shareholders’ Closing Deliveries 23 ARTICLE 6 POST-CLOSING CONFIDENTIALITY AND NON-COMPETITION COVENANTS 24 6.1 Confidentiality 24 6.2 Non-Competition and Unfair Competition Covenant 24 6.3 Reasonable Best EffortsDuration 25 6.4 Scope and Reasonableness 25 6.5 Calavo’s Remedies 25 6.6 Venue 26 ARTICLE 7 INDEMNIFICATION 26 7.1 Survival of Representations, Warranties, and Agreements 26 7.2 Indemnification by the HS Shareholders and the HP Owners 27 7.3 Indemnification by Calavo 27 7.4 Notice of Claims; Regulatory Approvals 42 6.4 Contest of Claims 28 Table of Contents (continued) Page 7.5 Additional Indemnification Limitations 29 7.6 Shareholder Representative 30 ARTICLE 8 GENERAL PROVISIONS 31 8.1 Notices 31 8.2 Amendments and Termination; Entire Agreement 31 8.3 Incorporation of Exhibits and Schedules 31 8.4 Successors and Assigns 31 8.5 Calculation of Time 31 8.6 Further Assurances 31 8.7 Provisions Subject to Applicable Law 32 8.8 Waiver of Rights 32 8.9 Headings; Gender and Number; Interpretation 32 8.10 Expenses 32 8.11 Counterparts 32 8.12 Representation by Counsel 33 8.13 Governing Laws 33 8.14 Arbitration of Disputes; Jury Trial Waiver 33 8.15 Attorneys’ Fees and Other Expenses 34 iii Index to Definitions Page Acquisition Proposals 43 6.5 Preparation of Proxy Statement; Approval of Company Agreement 1 Calavo 1 Closing 2 Closing Date 2 Code 1 Xxxx Financing Statement 11 Xxxx Mortgage 11 Xxxx Trust 1 Disclosure Schedule 6 Earn-Out Payments 2 Environmental Laws 13 Form 8023 20 Form 8594 22 GAAP 3 Governmental Authority 13 HP 1 HP Financial Statements 9 HP LLC Interests 1 HP Owners 1 HP Real Estate 10 HS 1 HS Financial Statements 9 HS Shareholders 47 6.6 Access to Information 49 6.7 Company Cooperation with Debt Financing Efforts 49 6.8 Discharge of Company Funded Indebtedness and Release of Encumbrances 51 6.9 1 HS Shares 1 Losses 27 Xx. Xxxx 1 Proprietary Rights 13 Purchase Price 2 Real Estate Contract 1 Section 16 Matters 51 6.10 Directors 51 6.11 Public Announcements 51 6.12 Stock Exchange Delisting; Xxxxxxxxxxxxxx 00 6.13 Cooperation Concerning Cash Repatriation 51 ARTICLE VII PARENT COVENANTS 52 7.1 Advice of Changes 52 7.2 Reasonable Best Efforts; Regulatory Approvals 52 7.3 Financing 54 7.4 Proxy Statement 54 7.5 Indemnification of Company Directors and Officers 55 7.6 Employees; Benefit Plans 55 7.7 Public Announcements 56338(h)(10) Election 1 Shareholder Representative 30 Special Committee 3 tax 14 tax return 14 TroyGould 33

REPRESENTATIONS AND WARRANTIES OF THE. COMPANY 17 SHAREHOLDERS 26 4.1 Organization and Good Standing 17 Ownership of Subject Shares 26 4.2 Subsidiaries 17 Authority 26 4.3 Power, Authority and Consents 18 4.4 No Conflict 19 27 4.4 Investment 27 4.5 Capitalization S Corporation Status 27 4.6 Accredited Investor 27 4.7 Ownership of the Company 20 4.6 Company SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Act Compliance 21 4.7 No Undisclosed Liabilities 23 4.8 Absence of Certain Changes or Events 23 4.9 Taxes 23 4.10 Litigation 26 4.11 Real Property and Personal Property Matters 26 4.12 Environmental Matters Parent Equity Interests 27 4.13 Contracts, Agreements, Arrangements, Commitments and Undertakings 27 4.14 Intellectual Property 30 4.15 Compliance with Laws; Permits 31 4.16 Employees, ERISA and Other Compliance 31 4.17 Insurance 33 4.18 Related Party Transactions 34 4.19 Opinion of Financial Advisor 34 4.20 Broker’s Fees 34 4.21 Capital Expenditures 34 4.22 Accounts Receivable 34 4.23 Customers and Suppliers 35 4.24 FCPA; OFAC 35 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 36 28 5.1 Organization and Good Standing 36 Qualification 28 5.2 Merger Sub 36 Subsidiaries 28 5.3 Power, Authority and Consents 36 29 5.4 No Conflict 30 5.5 Governmental Consents 30 5.6 Capitalization 30 5.7 SEC Reports; Financial Statements 31 5.8 No Undisclosed Liabilities 32 5.9 Absence of Certain Changes 32 5.10 Compliance with Laws and Permits 33 5.11 Litigation 33 5.12 Assets 34 5.13 Material Contracts 34 5.14 Government Contracts 35 5.15 Real Property 37 5.5 Ownership 5.16 Intellectual Property 38 5.17 Insurance 39 5.18 Environmental Matters 39 5.19 Tax Matters 40 5.20 Labor Matters 41 5.21 Employment Matters 42 5.22 Interested Party Transactions 44 5.23 Certain Payments; Suitability 44 5.24 Indemnification 45 5.25 Required Vote 45 TABLE OF CONTENTS Page 5.26 Certain Approvals; Takeover Laws 45 5.27 Brokers’ and Finders’ Fees 45 5.28 Opinion of Financial Advisor 45 5.29 Merger Sub 45 ARTICLE VI COVENANTS 46 6.1 Conduct of the Company and its Subsidiaries 46 6.2 Conduct of Parent and its Subsidiaries 48 6.3 No Solicitation by the Company or Shareholders; Shareholder Lock-Up 50 6.4 No Solicitation by Parent 51 6.5 Parent Board Recommendation 53 6.6 Proxy Statement; Parent Shareholders Meeting 54 6.7 Obligations to Consummate the Merger 55 6.8 Access 57 6.9 Notices of Certain Events 57 6.10 Public Announcements 58 6.11 Section 16 Matters 58 6.12 NYSE Listing 58 6.13 Tax Treatment 58 6.14 Tax Matters. 59 6.15 Shareholder Representative 60 6.16 Non-Competition; Non-Hire 61 6.17 Compliance with Obligations 62 6.18 Signatory Shareholders Joinder 63 6.19 Guarantees 63 6.20 Pre-Closing Dividend and Dividend Notes 63 ARTICLE VII CONDITIONS PRECEDENT TO THE CLOSING 64 7.1 Mutual Conditions to Merger 64 7.2 Parent’s Conditions to the Merger 64 7.3 The Company’s Conditions to the Merger 66 7.4 No Frustration of Closing Conditions 67 ARTICLE VIII TERMINATION 68 8.1 Termination 68 8.2 Effect of Termination; Controlling Trusts Guarantee 69 8.3 Expenses; Termination Fee 70 ARTICLE IX SURVIVAL; INDEMNIFICATION 71 9.1 Survival 71 9.2 Indemnification 72 9.3 Limitations 72 9.4 Claims 75 TABLE OF CONTENTS Page 9.5 Adjustments to Merger Consideration 76 9.6 Waiver of Reliance on Excluded Information 76 9.7 Nature of Shareholder Indemnification Obligations 77 9.8 Sole and Exclusive Remedy 78 ARTICLE X DEFINITIONS, CONSTRUCTION, ETC. 78 10.1 Certain Definitions 78 10.2 Index of Defined Terms 88 10.3 Construction 92 ARTICLE XI GENERAL PROVISIONS 94 11.1 Notices 94 11.2 Entire Agreement 96 11.3 Severability 96 11.4 Amendment 97 11.5 Extension; Waiver 97 11.6 Specific Performance 97 11.7 Other Remedies 97 11.8 Successors and Assigns; Assignment; No Third Party Beneficiaries 98 11.9 GOVERNING LAW 98 11.10 Consent to Jurisdiction; Service of Process 98 11.11 WAIVER OF JURY TRIAL 99 11.12 Counterparts; Facsimile Delivery 99 Exhibit A Company Capitalization Annex A Company Shareholder Written Consent Annex B Shareholders Agreement Annex C Form of Employment Agreement Annex D Form of Articles of Amendment Annex E Form of Dividend Note Company Schedule Parent Schedule AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of April 2, 2008 (this “Agreement”), is entered into by and among Perini Corporation, a Massachusetts corporation (“Parent”), Trifecta Acquisition LLC, a California limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), Xxxxx-Xxxxxx Corporation, a California corporation (the “Company”), Xxxxxx X. Tutor, a resident of California and a trustee under each of the Controlling Trusts (as defined below) (in the capacity as Shareholder Representative as provided in Section 6.15 or in any other capacity contemplated hereby, the “Shareholder Representative”), and shareholders of the Company signatory hereto (including the Shareholder Representative, each a “Signatory Shareholder” and collectively, the “Signatory Shareholders”), with each holder of Company Common Stock 37 5.6 Legal Proceedings 37 5.7 Financing Capability 38 5.8 Solvency 38 5.9 Broker’s Fees 39 ARTICLE VI COMPANY COVENANTS 39 6.1 Advice of Changes 39 6.2 Conduct of Business 40 6.3 Reasonable Best Efforts; Regulatory Approvals 42 6.4 Acquisition Proposals 43 6.5 Preparation of Proxy Statement; Approval of (as defined below) set forth on Exhibit A hereto (including the Shareholder Representative, each a “Shareholder” and collectively, the “Shareholders”) to become a Signatory Shareholder in accordance with Section 6.18. Parent, Merger Sub, the Company and the Signatory Shareholders 47 6.6 Access are referred to Information 49 6.7 Company Cooperation with Debt Financing Efforts 49 6.8 Discharge of Company Funded Indebtedness herein each individually as a “Party” and Release of Encumbrances 51 6.9 Section 16 Matters 51 6.10 Directors 51 6.11 Public Announcements 51 6.12 Stock Exchange Delisting; Xxxxxxxxxxxxxx 00 6.13 Cooperation Concerning Cash Repatriation 51 ARTICLE VII PARENT COVENANTS 52 7.1 Advice of Changes 52 7.2 Reasonable Best Efforts; Regulatory Approvals 52 7.3 Financing 54 7.4 Proxy Statement 54 7.5 Indemnification of Company Directors and Officers 55 7.6 Employees; Benefit Plans 55 7.7 Public Announcements 56collectively as the “Parties”. All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article X.

REPRESENTATIONS AND WARRANTIES OF THE. COMPANY 17 4.1 7 3.1 Organization and Good Standing 17 4.2 Qualification; Subsidiaries 17 4.3 Power, 7 3.2 Capitalization 8 3.3 Authority 9 3.4 No Conflict 10 3.5 Required Filings and Consents 18 4.4 No Conflict 19 4.5 Capitalization of the Company 20 4.6 Company 10 3.6 Permits; Compliance With Law 11 3.7 SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Act Compliance 21 4.7 Statements 11 3.8 Internal Controls 13 3.9 State Takeover Laws 13 3.10 No Undisclosed Liabilities 23 4.8 13 3.11 Absence of Certain Changes or Events 23 4.9 Taxes 23 4.10 13 3.12 Employee Benefit Plans 14 3.13 Labor and Other Employment Matters 16 3.14 Contracts 17 3.15 Litigation 26 4.11 18 3.16 Environmental Matters 18 3.17 Intellectual Property 19 3.18 Tax Matters 21 3.19 Insurance 22 3.20 Properties and Assets 22 3.21 Real Property and Personal Property Matters 26 4.12 Environmental Matters 27 4.13 Contracts, Agreements, Arrangements, Commitments and Undertakings 27 4.14 Intellectual Property 30 4.15 Compliance with Laws; Permits 31 4.16 Employees, ERISA and Other Compliance 31 4.17 Insurance 33 4.18 Related Party Transactions 34 4.19 22 3.22 Opinion of Financial Advisor 34 4.20 Broker’s Fees 34 4.21 Capital Expenditures 34 4.22 Accounts Receivable 34 4.23 Customers and Suppliers 35 4.24 FCPA; OFAC 35 23 3.23 Required Vote 23 3.24 Brokers 23 3.25 Related Party Transactions 23 3.26 Certain Regulatory Matters 23 3.27 Information Statement 25 ARTICLE V 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 36 5.1 25 4.1 Organization and Good Standing 36 5.2 Merger Sub 36 5.3 Power, Qualification 25 4.2 Authority 25 4.3 No Conflict 26 4.4 Required Filings and Consents 36 5.4 No Conflict 37 5.5 26 TABLE OF CONTENTS (Continued) Page 4.5 Litigation 26 4.6 Ownership of Company Common Stock 37 5.6 Legal Proceedings 37 5.7 Financing Capability 38 5.8 Solvency 38 5.9 Broker’s Fees 39 27 4.7 Sufficient Funds 27 4.8 Ownership of Merger Sub; No Prior Activities 27 4.9 Management Arrangements 27 4.10 Brokers 27 4.11 Information Statement 27 ARTICLE VI COMPANY 5 COVENANTS 39 6.1 Advice of Changes 39 6.2 28 5.1 Conduct of Business 40 6.3 Reasonable Best Effortsby the Company Pending the Closing 28 5.2 Access to Information; Regulatory Approvals 42 6.4 Confidentiality 30 5.3 Acquisition Proposals 43 6.5 Preparation 31 5.4 Stockholder Written Consent; Preparing of Proxy StatementInformation Statement 34 5.5 Appropriate Action; Approval Consents; Filings 35 5.6 Certain Notices 36 5.7 Public Announcements 37 5.8 Employee Benefit Matters 37 5.9 Indemnification of Company Shareholders 47 6.6 Access to Information 49 6.7 Company Cooperation with Debt Financing Efforts 49 6.8 Discharge of Company Funded Indebtedness Directors and Release of Encumbrances 51 6.9 Officers 38 5.10 State Takeover Laws 39 5.11 Parent Agreement Concerning Merger Sub 39 5.12 Section 16 Matters 51 6.10 Directors 51 6.11 Public Announcements 51 6.12 39 5.13 Stock Exchange Delisting; Xxxxxxxxxxxxxx 00 6.13 Cooperation Concerning Cash Repatriation 51 ARTICLE VII PARENT COVENANTS 52 7.1 Advice of Changes 52 7.2 Reasonable Best Efforts; Regulatory Approvals 52 7.3 Financing 54 7.4 Proxy Statement 54 7.5 Indemnification of Company Directors and Officers 55 7.6 Employees; Benefit Plans 55 7.7 Public Announcements 565.14 Stockholder Litigation 40 5.15 Domain Names 40