Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary 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 Tender 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 Voting Agreement and to consummate the transactions contemplated herebyhereby and thereby. No The execution and delivery of this Agreement and the Tender and Voting Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of Parent 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, other than with respect to the Merger, the approval and adoption of the issuance of the Parent Shares pursuant to Merger and 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 outstanding Shares to 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 extent required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards Company's Restated Certificate of directors of Parent and Merger Sub Incorporation and by Parent as the sole stockholder of Merger Subapplicable law). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub 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 Parent and Merger Sub, Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as to enforceability, to except that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization and moratorium or other similar laws of general applicability affecting or relating to or affecting the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equityequity 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 (if required to consummate the Merger) if the Purchaser purchases Shares pursuant to the Offer whether or not the Board of Directors of the Company determines at 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. The board Each of directors of Merger Sub has approved this Agreement Parent and declared it and the Merger to be advisable, and Merger Sub Newco 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 This Agreement and the consummation by Parent and Newco of the transactions contemplated hereby have been duly and has recommended 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 stockholders of Parent total vote cast on the proposal to approve the Merger and the related issuance of shares of Parent Common Stock in the Merger and Parent has the requisite corporate power and authority to execute and deliver 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 consummate a proposal to amend Parent's Certificate of Incorporation to increase the transactions contemplated hereby. No 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, 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub 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 Merger SubNewco, enforceable against Parent and Merger Sub each of them in accordance with its terms, subject, as to enforceability, to except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws of general applicability similar Laws now or hereafter in effect relating to or affecting creditors' rights generally and to (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub Company has the requisite corporate power and authority to execute and deliver this Agreement and and, subject 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 holders of Parent two-thirds of the outstanding Shares 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 MeetingMBCL, 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 consummate the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby have been duly and validly authorized by the boards Board of directors Directors of Parent the Company and Merger Sub and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval of this Agreement by Parent as the sole stockholder holders of Merger Subtwo-thirds of the outstanding Shares in accordance with the MBCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Newco, constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as to enforceability, to except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws of general applicability similar Laws now or hereafter in effect relating to or affecting creditors' rights generally and to (b) general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Company has taken, or will take in accordance 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. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite full corporate power and authority to execute execute, deliver and deliver perform this Agreement and to consummate the transactions contemplated hereby. The board of directors of Parent This Agreement has declared the Merger and the related issuance of Parent Shares advisable, has been duly and validly authorized approved by the Board, and the execution, delivery and performance of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and has recommended that validly authorized by the stockholders Board and, except for the approval of Parent approve the Merger and by the related issuance holders of shares at least a majority of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate Shares in accordance with the transactions contemplated hereby. No DGCL, no other corporate proceedings actions on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than including the approval acquisition of the issuance of the Parent 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 by and the stockholders of Parent in accordance with Stockholder Tender Agreement and the rules transactions contemplated hereby and regulations thereby, including the acquisition of the NNMShares pursuant to the Offer and the Merger. The affirmative vote To the knowledge of the holders of a majority in interest of the stock present Company, no other "fair price", "merger moratorium", "control share acquisition" or represented by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders other anti-takeover statute or similar statute or regulation applies or purports to approve the issuance of shares of Parent Common Stock in connection with apply to the Merger, and no other approval of this Agreement or 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub 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 Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subjectexcept to the extent that enforceability may be limited by applicable bankruptcy, as to enforceability, to bankruptcyreorganization, insolvency, reorganization and moratorium or other laws affecting the enforcement of general applicability relating to or affecting creditors' rights generally as at the time in effect and to by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Authority Relative to this Agreement. The board Each of directors the Company and each Company Subsidiary which is a party to any of Merger Sub the Ancillary Agreements (each such subsidiary, a "CONTRACTING SUBSIDIARY") has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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). The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized 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 of the transactions contemplated hereby and has recommended that thereby have been, or with respect to Contracting Subsidiaries will be prior to the stockholders Record Date, duly and validly authorized by the Boards of Parent approve Directors of the Merger Company and each Contracting Subsidiary (to the related issuance of shares of Parent Common Stock extent it is a party thereto) and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent 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 hereby, hereby or thereby (other than (a) with respect to the Merger, the approval and adoption of the issuance of the Parent Shares pursuant to this Agreement by the stockholders holders of Parent 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 the date hereof) will constitute a valid and binding agreement of the Company and each Contracting Subsidiary (to the extent it is a party thereto), enforceable against the Company and each Contracting Subsidiary (to the extent it is a party thereto) in accordance with its terms except to the rules extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws, now or hereafter in effect, relating to the creditors' rights generally and regulations (b) general principles of the NNMequity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority in interest two-thirds of the stock present or represented by proxy at the Parent Stockholders MeetingShares, provided determined on a quorum is presentfully-diluted basis, is sufficient for Parent's stockholders the only vote of the holders of any class or series of Company capital stock necessary 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equitySECTION 4.4.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement Laser and declared it and the Merger to be advisable, and 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. The board execution, delivery and performance 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 MergerRegistration Rights Agreement, 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 , thereby and by the Company Merger Agreement, have been duly authorized by all necessary corporate action on the part of Laser and 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 by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subthereby. This Agreement has been duly and validly executed and delivered by Parent Laser and Laser Merger Sub and, assuming this Agreement and constitutes the valid and binding agreement obligation of Laser and Laser Merger Sub, assuming it is the valid and binding obligation of Parent Holdings and Holdings, enforceable against Laser and Laser Merger Sub in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally and other forms of equitable relief may be subject to equitable defenses and the discretion of the Companycourt 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 Merger Sub, binding obligation of Laser enforceable against Parent and Merger Sub Laser in accordance with its terms, subject, as except that such enforcement may be subject to enforceability, to any bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws of general applicability now or hereafter in effect relating to or affecting 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 general principles the discretion of equitythe court before which any proceedings therefor may be brought.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board execution and delivery of directors of Parent has declared this Agreement by the Merger Company and the related issuance consummation by the Company of Parent Shares advisable, has the transactions contemplated by this Agreement have been duly and validly authorized this Agreement and approved by the consummation by Parent of the transactions contemplated hereby Board 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 no other corporate proceedings on the part of Parent the Company are necessary to authorize or approve this Agreement or (other than, with respect to consummate the transactions contemplated herebyMerger, other than the approval and adoption of the issuance of the Parent Shares pursuant to Merger and this Agreement by the stockholders of Parent in accordance with the rules and regulations holders of the NNM. The affirmative vote of Shares to 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 extent required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards Company’s certificate of directors of Parent and Merger Sub incorporation and by Parent as the sole stockholder of Merger Subapplicable law). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub 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 Parent and Merger Sub, Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as to enforceability, to except that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization and moratorium, or other similar laws of general applicability affecting or relating to or affecting the enforcement of creditors' ’ rights generally and (b) is subject to general principles of 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 the DGCL do not, and will not, apply to the Parent or the Purchaser in connection with the proposed business combination with the Company contemplated hereby and thereby.

Authority Relative to this Agreement. The board Each of directors of Merger Sub Parent and Purchaser has approved this Agreement and declared it and the Merger to be advisable, and 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. The board execution, delivery and performance of directors this Agreement by each of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement Purchaser and the consummation by each of Parent and Purchaser of the transactions contemplated hereby have been duly and has recommended that validly authorized by all necessary corporate action on the stockholders part of Parent approve the Merger and the related issuance of shares of Parent Common Stock Purchaser and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent 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, other than the approval of including the issuance of the shares of Parent Shares Common Stock in the Merger pursuant to this Agreement 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 stockholders Company who may become a covered person of Parent in accordance with for purposes of Section 16 of the Exchange Act and 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 thereunder ("Section 16") of shares of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of or options to acquire Parent is required in connection with the consummation of the transactions contemplated hereby. This Common Stock pursuant to this Agreement and the consummation Merger shall be an exempt transaction for purposes of Section 16. The 33 29 Board of Directors of Parent by Parent resolutions duly adopted by a unanimous vote of the directors present at a meeting duly called and Merger Sub of held and not subsequently rescinded or modified in any way has duly (A) approved and adopted this Agreement and the transactions contemplated hereby have been duly (including but not limited to the Offer, the Merger and validly authorized by the boards of directors 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 Merger Sub and by (C) resolved to recommend that the stockholders of Parent as vote in favor of the sole stockholder of Merger Submatters described in the second preceding sentence. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub 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 Merger Sub, Purchaser enforceable against Parent and Merger Sub Purchaser in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and 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, 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. The board 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 directors the stockholders of Parent has declared the Company, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the related issuance transactions contemplated by the Stockholder Agreement and (iii) recommended in satisfaction of Parent 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 advisablethereunder and, has duly 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 authorized approved. The execution, delivery and performance of 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards Board and no other corporate proceedings on the part of directors the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than and only to the extent required by Delaware Law, with respect to the Merger, the approval and adoption of Parent this Agreement by the holders of a majority of the outstanding Shares and Merger Sub the filing of the Certificate of Merger). The Board has taken all action necessary with respect to the transactions contemplated hereby and by Parent the Stockholder Agreement so as to render inapplicable to such transactions, including, without limitation, the sole stockholder Merger and the purchase of Merger SubShares 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 Parent and Merger Sub 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 Parent and Merger Sub, the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to creditors generally, or by general equity principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. The board Subject to the approval of directors of Merger Sub has approved this Agreement and declared it the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Merger to be advisableParent Board Appointments by Parent’s shareholders, each of Parent and 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. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and has recommended that validly authorized by all necessary corporate action on the stockholders part of Parent approve the and Merger Sub, 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 no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than, other than with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the issuance 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 Shares pursuant to this Agreement Name Change by the stockholders of Parent in accordance with the rules and regulations 75% of the NNM. The affirmative vote of votes cast with respect to the holders of a majority in interest of the stock present or represented by proxy Parent Name Change at the Parent Stockholders Shareholders’ Meeting, provided a quorum is present, is sufficient for Parent's stockholders and with respect to approve the issuance of shares of Parent Common Stock in connection with the Merger, the filing and no other approval recordation of any holder of any securities of Parent is appropriate merger documents as required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubDGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement due authorization, execution and delivery by the other parties hereto, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject, as subject to enforceability, to the effect of any applicable bankruptcy, insolvencyinsolvency (including, reorganization and other without limitation, all laws of general applicability relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' ’ rights generally and subject to the effect of general principles of equity (regardless of whether 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. The board of directors of Merger Sub ETP has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board execution, delivery and performance 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 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 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 Merger Sub of the transactions contemplated hereby thereby have been duly and validly authorized by all the boards necessary action on the part of directors ETP, and no other proceedings on the part of Parent ETP are necessary to authorize this Agreement and Merger Sub the other agreements, documents and by Parent as instruments to be executed and delivered in connection with this Agreement (including the sole stockholder of Merger SubCCE Acquisition Agreement) or to consummate the transactions contemplated hereby 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 Parent ETP, and Merger Sub 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 Parent instruments to be executed and Merger Subdelivered in connection with this Agreement), enforceable against Parent and Merger Sub ETP in accordance with its their respective terms, subject, as to enforceability, to except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and moratorium or other similar laws of general applicability affecting or relating to enforcement of creditors’ rights generally or affecting creditors' rights and to general principles of equity.

Authority Relative to this Agreement. The board Subject to the receipt of directors of Merger Sub has approved this Agreement and declared it the PN15 Approval, the NetDragon Shareholder Approval and the Merger to be advisableeLMTree Approvals, and Merger Sub 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). The board execution and delivery by each eLMTree Party of directors of Parent has declared the Merger this Agreement and the related issuance other Transaction Agreements to which it is a party and, following the receipt of Parent Shares advisablethe NetDragon Shareholder Approval, has the consummation by such eLMTree Party of the applicable Transactions (including the Merger) have been or will be duly and validly authorized this Agreement by all requisite action on the part of such eLMTree Party, 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 no other corporate proceedings on the part of Parent 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 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 herebyapplicable Transactions. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby other Transaction Agreements to which it is a party have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub each 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 Parent and Merger Subsuch eLMTree Party, enforceable against Parent and Merger Sub such eLMTree Party in accordance with its their terms, subject, except insofar as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other reorganization, moratorium or similar laws of general applicability relating to or affecting creditors' ’ rights and to general generally or by principles governing the availability of equityequitable remedies.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and 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. The board execution and delivery of directors this Agreement by each of Parent has declared and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the related issuance of Parent Shares advisable, has other transactions contemplated by this Agreement have been duly and validly authorized this Agreement by all necessary corporate action 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 no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby, by this Agreement other than than: (a) the filing and recordation of appropriate merger documents as required by the MBCL; (b) 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 pursuant to the Merger by the holders of a majority of the votes cast at the Parent Stockholders' Meeting (as defined in connection with Section 6.01) as required by the Merger, and no other rules of the NYSE; (c) the approval of any holder the Parent Proposals by the requisite votes of any securities the holders of Parent is required in connection with Common Stock at the consummation Parent Stockholders' Meeting; and (d) the filing and recordation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized Charter Amendment, as required by the boards Delaware General Corporation Law (the "DGCL") and subject to the terms and conditions of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subthis Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and 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 Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights and to by general equitable principles (regardless of equitywhether enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, RECOMMENDATION. Parent and Merger Sub has the requisite each have all necessary 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 perform its obligations hereunder and to consummate the transactions contemplated hereby. No other corporate proceedings on the part The execution and delivery 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 Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the boards of directors part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated (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 and by Parent as Common Stock in accordance with the sole stockholder requirements of Merger Subthe NYSE). This Agreement has been duly and validly executed and delivered by Parent and 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 Parent and Merger Sub, Sub enforceable against Parent and Merger Sub in accordance with its terms. The members of the Board of Directors of Parent (the "PARENT BOARD"), subjectpresent at a meeting of the Parent Board at which a quorum was present, as 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 enforceabilityand in the best interests of the stockholders of Parent, (iii) determining that the consideration to bankruptcybe paid in the Merger is fair to and in the best interests of the stockholders of Parent and (iv) recommending that the stockholders of Parent adopt and approve this Agreement; which resolutions have not been subsequently rescinded, insolvency, reorganization and other laws of general applicability relating to modified or affecting creditors' rights and to general principles of equitywithdrawn in any way.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board execution and delivery by the Company of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company 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 Merger Sub Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the boards part of directors the Company, subject only to the approval of Parent this Agreement and the Merger Sub by the Company’s stockholders by the affirmative vote of the holders of a majority of outstanding shares of Company Common Stock as required by the GCL and by Parent as the sole stockholder of Merger SubCompany Charter. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other similar laws of general applicability now or hereafter in effect relating to creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or affecting creditors' rights at 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 general principles enter into a business combination with Parent upon the terms and subject to the conditions of equitythis 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 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. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company and the consummation by Parent the Company of the transactions contemplated hereby have been duly and has recommended that the stockholders of Parent approve the Merger validly authorized by all necessary corporate action, 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 no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, other than the approval of the issuance of the Parent Shares pursuant with respect 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 obtaining the consummation of the transactions contemplated hereby. This Agreement Company Stockholder Approval and the consummation by Parent filing and Merger Sub recordation of the transactions contemplated hereby have been duly and validly authorized appropriate merger documents as required by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubDGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub 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 Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as except to enforceability, the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by 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) of the DGCL shall not apply to the Merger or any of the transactions contemplated hereby, and such approvals have not been withdrawn or modified. No other laws of general applicability relating state “moratorium,” “control share,” “fair price” or other takeover statute or regulation is applicable to the Company with respect to the Merger or affecting creditors' rights and to general principles of equitythe other transactions contemplated by this Agreement.

Authority Relative to this Agreement. The board of directors of Merger Sub Stel has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite full corporate power and authority to (i) execute and deliver this Agreement, (ii) execute and deliver the Stock Option Agreement, (iii) execute and deliver the Technology Option Agreement, (iv) consummate the transactions contemplated by the Stock Option Agreement and to 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. The board execution and delivery of directors this Agreement, the Stock Option Agreement and the Technology Option Agreement, and the consummation 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 other 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 herebythereby, 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards unanimous vote of the board of directors of Parent Stel, and no other corporate proceedings on the part of Stel are necessary to authorize this Agreement, the Stock Option Agreement and the Technology Option Agreement or to consummate the Merger Sub and the other transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of the Merger by Parent as a majority of the sole stockholder outstanding shares of Merger SubStel 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 Parent and Merger Sub 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 Parent and Merger SubStel, enforceable against Parent and Merger Sub Stel in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws affecting the enforcement of general applicability relating to or affecting creditors' rights and to generally or by general principles of equityequitable principles.

Authority Relative to this Agreement. The board Each of directors of Merger 3Dfx and Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger 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. The board execution and delivery 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 STB Option Agreement by 3Dfx and Sub and the consummation by Parent 3Dfx and Sub of the transactions contemplated hereby and has recommended that thereby have been duly and validly authorized by all necessary corporate action on the stockholders part of Parent approve the Merger 3Dfx and the related issuance of shares of Parent Common Stock Sub and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent 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 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 outstanding shares of 3Dfx Common Stock of the issuance of shares of Parent 3Dfx Common Stock in connection the Merger in accordance with the Merger, applicable rules of Nasdaq and no other approval 3Dfx's Articles of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyIncorporation and Bylaws). This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby STB Option Agreement have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent 3Dfx and Merger 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 Parent and Merger Sub, enforceable against Parent 3Dfx and Merger Sub in accordance with its their respective terms, subject, as subject to enforceability, to (i) bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting or relating to creditors rights generally and (ii) the availability of injunctive relief and other laws of general applicability relating to or affecting creditors' rights and to general principles of equityequitable remedies.

Authority Relative to this Agreement. The board Subject to the approval of directors of Merger Sub has approved this Agreement and declared it the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Merger to be advisableParent Board Appointments by Parent's shareholders, each of Parent and 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. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and has recommended that validly authorized by all necessary corporate action on the stockholders part of Parent approve the and Merger Sub, 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 no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than, other than with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the issuance 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 Shares pursuant to this Agreement Name Change by the stockholders of Parent in accordance with the rules and regulations 75% of the NNM. The affirmative vote of votes cast with respect to the holders of a majority in interest of the stock present or represented by proxy Parent Name Change at the Parent Stockholders Shareholders' Meeting, provided a quorum is present, is sufficient for Parent's stockholders and with respect to approve the issuance of shares of Parent Common Stock in connection with the Merger, the filing and no other approval recordation of any holder of any securities of Parent is appropriate merger documents as required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubDGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement due authorization, execution and delivery by the other parties hereto, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject, as subject to enforceability, to the effect of any applicable bankruptcy, insolvencyinsolvency (including, reorganization and other without limitation, all laws of general applicability relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and subject to the effect of general principles of equity (regardless of whether 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. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board Board of directors Directors of Parent the Company (the “Company Board”) at a meeting or meetings duly called and held has declared unanimously (A) determined that the Offer and the Merger are advisable and fair to and in the related issuance 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 Shares advisableand 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, has duly and validly authorized this the Stockholder Tender Agreement and the consummation by Parent acquisition of Shares pursuant to the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger Offer 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 herebyStockholder Tender Agreement. No other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, 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 issuance agreement of the Parent Shares pursuant to merger contained in 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 outstanding Company 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 prior to consummation of the transactions contemplated hereby. This Agreement and Merger (unless the consummation by Parent and Merger Sub is consummated pursuant to Section 253 of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubDGCL)). This Agreement has been duly and validly executed and delivered by Parent the Company and Merger Sub andconstitutes a valid, assuming this Agreement constitutes the valid legal and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent transfer and other laws similar Laws of general applicability relating to or affecting creditors' ’ rights and to or by general principles of equityequity principles.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Buyer and 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 the approval of Merger, the adoption of the Merger Agreement and the approval of the issuance of shares of 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 herebyby 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 (and, in the case of Buyer, the Voting Agreements), have been duly and validly authorized by the unanimous vote of the board of directors of Parent has declared the Buyer and Merger Sub, 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 no other corporate proceedings on the part of Parent Buyer or Merger Sub are necessary to authorize this Agreement or (and, in the case of Buyer, the Voting Agreements), to consummate issue 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 Buyer Common Stock in connection with the Merger, or to consummate the Merger and no the other transactions contemplated by this Agreement (or, in the case of Buyer, the Voting Agreements), other than, with respect to the Merger, the (a) approval of any holder the Merger by the shareholder of any securities of Parent is required in connection with the consummation Merger Sub and (b) approval of the transactions contemplated hereby. This Merger, the adoption of the Agreement and the consummation by Parent and Merger Sub approval of the transactions contemplated hereby have been duly and validly authorized issuance of Buyer Common Stock in the Merger by the boards 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 directors of Parent and Merger Sub and by Parent as the sole stockholder Certificate of Merger Subwith the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by Parent Buyer and 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 and binding agreement of Parent Buyer and Merger Sub, enforceable against Parent Buyer and Merger Sub in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general applicability relating to or affecting creditors' rights and to general principles of equityequitable principles.

Authority Relative to this Agreement. The board Subject only to the approval of directors of Merger Sub the Company’s stockholders as described below, the Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board execution and delivery by the Company of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company 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 Merger Sub Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the boards part of directors the Company, subject only to the approval of Parent this Agreement and the Merger Sub by the Company’s stockholders by the affirmative vote of the holders of a majority of outstanding shares of Company Common Stock as required by the GCL and by Parent as the sole stockholder of Merger SubCompany Charter. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other similar laws of general applicability now or hereafter in effect relating to creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or affecting creditors' rights at 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 general principles enter into a business combination with Parent upon the terms and subject to the conditions of equitythis 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 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. The board of directors of Merger Sub Buyer has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board execution and delivery of directors of Parent has declared this Agreement, the Merger and Escrow Agreement, the related issuance of Parent Shares advisablePut/Call Agreement, has duly and validly authorized this the Environmental Remediation Agreement and the consummation by Parent of the transactions contemplated hereby Closing Notes 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 by this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the boards part of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubBuyer. 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 Parent Buyer, and Merger Sub 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 Parent and Merger SubBuyer, enforceable against Parent and Merger Sub Buyer in accordance with its terms, subject, as except that (a) such enforcement may be subject to enforceability, to any bankruptcy, insolvency, reorganization and reorganization, moratorium, fraudulent transfer or other laws of general applicability applicable laws, now or hereafter in effect, relating to or affecting limiting creditors' ’ rights generally and (b) enforcement of this Agreement, the Escrow Agreement, the Put/Call Agreement, the Environmental Remediation Agreement and the Closing Notes, including, among other things, the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to general principles the discretion of equitythe court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and 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 hereby. The board of directors of Parent has declared hereby (including the Merger and the related issuance of Parent Shares advisableMerger), 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 all necessary corporate power and authority to execute and deliver this Agreement the Company Voting Agreements and to perform its obligations thereunder and to consummate the transactions contemplated herebythereby. No other corporate proceedings on the part The execution and delivery 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 Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the boards of directors part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (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 as and the sole stockholder consummation by Parent of Merger Subthe 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 Parent and 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 obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, except as to enforceability, to may be limited by bankruptcy, insolvency, reorganization and or other similar laws affecting the enforcement of general applicability relating to or affecting creditors' rights generally and to 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 equityParent, 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 creditors' rights generally and by general equitable principles.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and 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. The board Subject to approval by the holders of directors the Parent Common Stock at the Parent Shareholder’ Meeting, as contemplated below, the execution, delivery and performance of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub 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 by this Agreement have been duly and to consummate the transactions contemplated hereby. No validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyby this Agreement (other than, other than with respect to the approval 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 issuance Merger are fair to and in the best interests 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 Mergerits shareholders, 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 approved this Agreement and the consummation Merger. The board of directors of Merger Sub, by Parent 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 of 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 have been duly and validly authorized be submitted for consideration by the boards of directors of Parent and Merger Sub and by Parent as the its sole stockholder of Merger Subshareholder. This Agreement has been duly and validly executed and delivered by Parent and 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 Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject, as to enforceability, subject only to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' ’ rights and to general principles of equity. The Requisite Shareholder Approval is the only vote or approval of the holders of any class or 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. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and 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. The board Assuming the accuracy of directors Newco's representations contained in Section 4.7 (without giving effect to the knowledge qualification thereof), the execution, delivery and performance of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company 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 Merger Sub Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the boards part of directors the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than, with respect to the Merger, the approval of Parent this Agreement by the holders of a majority of the outstanding shares of Company Common Stock, and Merger Sub the filing and recordation of appropriate merger documents as required by Parent as the sole stockholder of Merger SubDGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub 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 Parent and Merger Sub, Company enforceable against Parent and Merger Sub the Company in accordance with its terms. The Board of Directors of the Company has approved this Agreement, subjectthe 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 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 enforceabilityrender 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 bankruptcythe knowledge qualification thereof), insolvencythe 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, reorganization 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 other laws its Subsidiaries that may be acquired or controlled by Newco or its affiliates or permit any stockholder to acquire securities of general applicability relating the Company on a basis not available to Newco in the event that Newco were to acquire securities of the Company, and neither the Company nor any of its Subsidiaries has any rights plan, preferred stock or affecting creditors' rights and to general principles similar arrangement which have any of equitythe aforementioned consequences.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and 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. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company 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 Merger Sub Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the boards part of directors 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 Parent 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 Merger Sub and by Parent as the sole stockholder filing with the Secretary of State of the State of Delaware of the Certificate of Merger Subas 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 Parent and Merger Sub 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 Parent and Merger Sub, Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as subject to enforceability, to the effects of bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The only vote of the stockholders of the Company required to general principles adopt this Agreement is the affirmative vote 15 by the holders of equitya majority in voting power of the outstanding Shares voting together as a single class.

Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub Company has the requisite ------------------------------------ corporate power and authority to execute and deliver enter into this Agreement and and, subject to consummate the transactions contemplated hereby. The board adoption of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized 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 Preferred Shares, the execution and delivery of this Agreement by the Company and the consummation by Parent the Company 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 by this Agreement 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 Section 203 of the Delaware Law; (ii) approved by two-thirds of the "Continuing Directors" of the Company as such term is defined in Article VI of the Company's Restated Certificate of Incorporation; and to consummate (iii) approved by a Committee of "Disinterested Directors", as such term is defined in, and in accordance with, Section 10-1221 of the transactions contemplated hereby. No Arizona Revised Statutes ("Arizona Law") and, except for adoption of this Agreement by its stockholders as set forth in Section 6.1, no other corporate proceedings on the part of Parent the Company are necessary to authorize or consummate this Agreement 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 consummate 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 executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors rights' generally 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) any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached or violated or in respect 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 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 NNMaggregate, have a Material Adverse Effect. 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 Other than in connection with or in compliance with the Mergerprovisions 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 of, or filing with, any holder of any securities of Parent public body, court or authority is required in connection with necessary for the consummation by the Company of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equityAgreement.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement deliver, and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisableperform its obligations under, 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 herebyCompany Option Agreement, 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 NNMunder applicable law. 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, execution 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 delivery by Parent and Merger Sub of this Agreement and the Company Option Agreement, and the consummation of the Merger and the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the boards of directors part of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has and the Company Option Agreement have been duly and validly executed and delivered by Parent and Merger Sub 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 of the Company, constitutes the valid and binding agreement obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub them in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general applicability relating 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 affecting creditors' rights the applicable option agreements), will be validly issued, fully paid and nonassessable and will not be subject to general principles preemptive rights, (ii) will, when issued in accordance with the terms of equitythe 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 (iii) will, when issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), be listed on the Nasdaq National Market.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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”). The board execution and delivery of directors of Parent has declared this Agreement by the Merger Company and the related issuance consummation by the Company of Parent Shares advisable, has the Transactions have been duly and validly authorized this Agreement and by the consummation by Parent Company Board and, upon receipt 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 Company Requisite Approval, no other corporate proceedings on the part of Parent the Company or the Company Holders 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 On or prior to the consummation by Parent and Merger Sub of date hereof, the Company Board has determined that the transactions contemplated hereby have been duly by this Agreement are fair to and validly authorized by in the boards best interests of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubCompany. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub 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 Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as subject to enforceability, to (a) applicable bankruptcy, insolvency, reorganization and examinership, reorganization, moratorium or other laws of general applicability similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general equitable principles, whether considered in a proceeding at law or affecting creditors' rights equity (together, (a) and (b), the “Remedies Exceptions”). Each Transaction Document to general principles 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 equitythe Closing, will constitute a valid and binding obligation of the Company, enforceable against the Company in 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. The board of directors of Merger Sub Buyer has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate full limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements 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 which it is a party and to consummate the transactions contemplated herebyhereby or thereby. No other corporate proceedings on the part The execution and delivery of Parent are necessary to authorize this Agreement or to consummate and 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 Ancillary Agreements 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 Merger Sub of the transactions contemplated hereby or thereby, have been duly and validly authorized by all necessary limited liability company action required on the boards part of directors Buyer and no other limited liability company proceedings on the part of Parent Buyer are necessary to authorize this Agreement and Merger Sub and by Parent as the sole stockholder of Merger SubAncillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Parent Buyer, or, if applicable, will be duly and Merger Sub 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 Parent and Merger SubBuyer, enforceable against Parent and Merger Sub Buyer in accordance with its their respective terms, subjectsubject to applicable bankruptcy, as to enforceability, to bankruptcyreorganization, insolvency, reorganization moratorium, and other laws of general applicability relating to or similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board Company Board, acting upon the unanimous recommendation of directors of Parent has declared the Merger and the related issuance of Parent Shares advisableIndependent Committee, has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation by Parent of the transactions contemplated hereby hereby, and has recommended that at a meeting duly called and held, (i) approved, and declared advisable, the stockholders Merger, this Agreement, the Plan of Parent approve the Merger and the related issuance other transactions contemplated hereby; (ii) with respect to and based on the facts and circumstances as of shares 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 recommend that the shareholders of Parent Common Stock the Company approve and Parent has the requisite corporate power and authority to execute and deliver adopt this Agreement and to consummate authorize and approve the transactions contemplated herebyPlan of Merger. No other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, other than the approval of the issuance of the Parent Shares pursuant with respect 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubRequired Company Vote). 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 andSub, assuming this Agreement constitutes the valid a valid, legal and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as to enforceability, subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other laws similar Laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles of equity(the “Bankruptcy and Equity Exception”).

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company 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 Merger Sub Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the boards part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (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 Parent the Company and the special committee of the board of directors of the Company appointed to evaluate the Merger Sub (the “Special Committee”) have determined that it is advisable and by Parent as in the sole stockholder best interest of Merger Subthe 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 Parent and Merger Sub 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 Parent and Merger Sub, Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as terms subject to enforceability, to (i) the effect of applicable bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' ’ rights generally, (ii) the availability of equitable remedies, including specific performance, and (iii) the enforceability of legal remedies insofar as such remedies may be subject to general principles overriding considerations of equitypublic policy.

Authority Relative to this Agreement. The board (a) Subject only to the requisite approval and adoption of directors of Merger Sub has approved this Agreement and declared it and approval of the principal terms of the Merger to be advisableby the shareholders of the Company as described in Section 2.2(b) below, and Merger Sub the Company has the requisite 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. The Company's board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized 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 the Company of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger thereby, 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 performance by the stockholders Company of Parent in accordance with the rules its obligations hereunder 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 Merger Sub of the transactions contemplated hereby thereunder have been duly and validly authorized by all necessary action of the boards Company and no further action is required on the part of directors the Company to authorize this Agreement or the Ancillary Agreements to which the Company is a party or the consummation of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subtransactions contemplated hereby 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 Parent and Merger Sub 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 Parent and Merger Sub, Company enforceable against Parent and Merger Sub the Company in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' rights generally and to by general principles of equity.

Authority Relative to this Agreement. The board Each of directors of Parent, Merger Sub has approved this Agreement and declared it and the Merger to be advisable, I and 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. The board execution and delivery of directors this Agreement by each of Parent has declared the Parent, Merger Sub I and Merger Sub II and the related issuance consummation of Parent Shares advisablethe Transactions by Xxxxxx, has Merger Sub I and Merger Sub II have been duly and validly authorized this Agreement by all necessary action, 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 no other corporate proceedings on the part of Parent Parent, Merger Sub I and Merger Sub II are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than, other than with respect to the applicable Transactions, the approval and adoption of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Required 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 Stockholder Approval at the Parent Stockholders 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub). This Agreement has been duly and validly executed and delivered by Parent Xxxxxx, Merger Sub I and Merger Sub II and, assuming this Agreement due authorization and execution by each other Party, constitutes the a legal, valid and binding agreement obligation of the Companyeach of Parent, constitutes the valid and binding agreement of Parent and Merger SubSub I Merger Sub II, enforceable against Parent Parent, Merger Sub I and Merger Sub II, as applicable, in accordance with its terms, subjectsubject to the Remedies Exceptions. Each Ancillary Agreement to be executed by Xxxxxx, Merger Sub I and/or Merger Sub II at or prior to the Closing will be, when executed and delivered by Parent, 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 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 accordance with its terms, subject to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equityany applicable Remedies Exception.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and 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 herebyMerger. The board execution and delivery of directors this Agreement by the Company and the consummation by the Company of Parent has declared the Merger and the related issuance of Parent Shares advisable, has have been duly and validly authorized this Agreement and by all necessary corporate action on the consummation by Parent part of the transactions contemplated hereby Company, 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 no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyMerger (other than, other than with respect to the Merger, the approval and adoption 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 then-outstanding Shares, if and to the extent required 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 Mergerapplicable Law, and no other approval the filing and recordation of any holder of any securities of Parent is appropriate merger documents as required in connection with by the consummation of 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. This , 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 consummation by Parent Merger and Merger Sub (iii) resolved to recommend that the holders of Shares approve and adopt this Agreement and the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubMerger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub 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 Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as to enforceability, to such enforcement may be limited by (i) bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws of general applicability affecting or relating to or affecting enforcement of creditors' ’ rights generally, and (ii) general 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 the DGCL shall not apply to general principles the Merger. To the knowledge of equitythe Company, no other state takeover statute is applicable to the Merger.

Authority Relative to this Agreement. The board of directors of Merger Sub Halter Marine has approved this Agreement and declared it and the Merger to be advisable, and 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 herebyherein to be consummated by Halter Marine. The board execution and delivery of directors of Parent has declared the Merger this Agreement by Halter Marine and the related issuance consummation by Halter Marine of Parent Shares advisable, has such transactions have been duly and validly authorized this Agreement by all necessary corporate action 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 no other corporate proceedings on the part of Parent Halter Marine and no other stockholder votes are necessary to authorize this Agreement or to consummate such transactions (other than, with respect to the transactions contemplated herebyMerger, other than the approval adoption 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 outstanding shares of Parent Halter Marine Common Stock in connection with entitled to vote thereon (the Merger"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 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 Merger Sub of the transactions contemplated hereby have been duly (including the Merger), are fair to and validly authorized 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 boards transactions contemplated hereby be submitted to Halter Marine's stockholders for approval at a meeting of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subsuch stockholders. This Agreement has been duly authorized and validly executed and delivered by Parent Halter Marine and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger SubHalter Marine, enforceable against Parent and Merger Sub Halter Marine in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws . Halter Marine has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of general applicability relating the DGCL will not apply with respect to or affecting creditors' rights as a result of the Merger and the transactions contemplated by this Agreement, without any further action on the part of the stockholders or the Board of Directors of Halter Marine. To Halter Marine's knowledge, no other state takeover statute is applicable to general principles the Merger. Halter Marine has taken all action necessary to render the Halter Marine Preferred Stock Rights issued pursuant to the terms of equitythe Halter Marine Rights Agreement inapplicable to, or not exercisable as a result of, the Merger, the execution and delivery of this Agreement or the transactions contemplated by this Agreement.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board of directors of Parent has declared the Merger execution and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent delivery of the transactions contemplated hereby Transaction Documents to which it is a party, the performance of its obligations thereunder 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 Merger Sub of the transactions contemplated hereby Contemplated Transactions have been duly and validly authorized by all required limited liability company or other action on the boards part of directors the Company and no other limited liability company or other proceedings on the part of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubCompany are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated 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 Parent and Merger Sub 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 Parent and Merger Sub, enforceable against Parent and Merger Sub it in accordance with its their respective terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws of general applicability similar Laws now or hereafter in effect relating to or affecting creditors' ’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles of (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board execution and delivery of directors this Agreement by the Company and the consummation by the Company 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards unanimous vote of the board of directors of Parent the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger Sub and the other transactions so contemplated (other than, with respect to the Merger, the approval of the Merger and adoption of this Agreement by Parent 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 sole stockholder 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 Suband adopt this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub 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 Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as to enforceability, to the enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other reorganization, moratorium or similar laws affecting enforcement of general applicability relating to or affecting creditors' rights generally and except as enforcement thereof is subject to general principles of equityequity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. The board of directors of Merger Sub SPAC has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board execution and delivery of directors of Parent has declared the Merger this Agreement and the related issuance other Transaction Documents to which SPAC is or will be a party by SPAC, and the consummation by SPAC of Parent Shares advisablethe Transactions, has have been duly and validly authorized this Agreement by all necessary corporate action, 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 no other corporate proceedings on the part of Parent 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 hereby, Transactions (other than with respect to the SPAC Merger, the approval and adoption 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 outstanding shares of SPAC Common Stock as of the Parent Stockholders record date for the SPAC Stockholders’ Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve and the issuance filing and recordation of shares appropriate merger documents as required by the DGCL. Each 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 this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement 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 Parent and Merger Sub 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 Parent and Merger SubSPAC, enforceable against Parent and Merger Sub SPAC in accordance with its termsterms subject to the Remedies Exceptions. The SPAC Board has approved this Agreement and the Transactions, subjectand such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the SPAC Merger, as this Agreement, the Sponsor Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the SPAC, no other state takeover statute is applicable to enforceability, to bankruptcy, insolvency, reorganization and the SPAC Merger or the other laws of general applicability relating to or affecting creditors' rights and to general principles of equityTransactions.

Authority Relative to this Agreement. RECOMMENDATION. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary 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 perform its obligations hereunder and to consummate the transactions contemplated hereby. No other corporate proceedings on the part The execution and delivery 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 Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the boards part of directors the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of Parent this Agreement by the holders of a majority of the outstanding shares of the Company Common Stock in accordance with the IBCL and Merger Sub and by Parent as the sole stockholder Company's Articles of Merger SubIncorporation). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of the Company, constitutes the valid and binding agreement of delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against Parent and Merger Sub the Company in accordance with its terms. The Board of Directors of the Company (the "COMPANY BOARD") has, subjectat a meeting duly called and held at which all directors of the Company were present, as 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 enforceabilityand in the best interests of the stockholders of the Company, (iii) determining that the consideration to bankruptcybe paid in the Merger is fair to and in the best interests of the stockholders of the Company and (iv) recommending that the stockholders of the Company approve this Agreement; which resolutions have not been subsequently rescinded, insolvency, reorganization and other laws of general applicability relating to modified or affecting creditors' rights and to general principles of equitywithdrawn in any way.

Authority Relative to this Agreement. The board Each of directors of Merger Parent and Amalgamation Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger 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. The board execution and delivery 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 each of Parent in accordance with the rules and regulations Amalgamation Sub and by Parent as sole shareholder 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 Amalgamation Sub and the consummation by Parent and Merger Amalgamation Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of each of Parent and Merger Amalgamation Sub and no other corporate proceedings on the part of Parent or Amalgamation Sub are necessary to authorize this Agreement and the transactions contemplated hereby (other than the filing and recordation of the Amalgamation Documents as required by Parent as the sole stockholder of Merger SubCompanies Act). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Amalgamation Sub and, assuming this Agreement and constitutes the a valid and binding agreement obligation of the Company, constitutes the valid and binding agreement each of Parent and Merger Amalgamation 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 Parent and Merger Sub in accordance with its termsAmalgamation Sub’s execution or performance of this Agreement, subject, except (as to enforceabilityclauses (ii), (iii) or (iv) above) where such breach, violation, right of termination or acceleration, or Encumbrance could not reasonably be expected to bankruptcyhave, insolvencyindividually or in the aggregate, reorganization 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 (including due to the status (or alleged status) of Parent or Amalgamation Sub) other than (i) applicable requirements, if any, of the Exchange Act, state “blue sky” or takeover laws, the HSR Act and other laws applicable Antitrust Laws, (ii) filing and recordation of general applicability relating appropriate Amalgamation documents as required by the Companies Act, (iii) compliance with Telecommunications Laws and (iv) the Exon-Xxxxxx Notification, except where failure to obtain such consents or affecting creditors' rights and approvals or to general principles make such registration or filing could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or materially delay consummation of equitythe Amalgamation.

Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated herebycarry out its obligations hereunder. The board execution, delivery and performance of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company and the consummation by Parent the Company of the transactions contemplated hereby have been duly authorized by the Company's Board of Directors, 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 no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than than, with respect to the approval Merger, the adoption 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 outstanding shares of Parent Common Stock in connection with (the Merger"Requisite Company Vote"). Subject to the foregoing, 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This this Agreement has been duly and validly executed and delivered by Parent the Company and Merger Sub 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 Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subjectsubject to applicable bankruptcy, as to enforceability, to bankruptcyreorganization, insolvency, reorganization moratorium and other laws of general applicability relating to or affecting creditors' rights generally from time to time in effect and to general principles equitable principles. At a meeting on July 9, 2000, the Board of equityDirectors 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 (iii) unanimously approved the Company Voting Agreement and the transactions contemplated thereby. The Board of Directors has taken all necessary action so as to render Section 203 of 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. The board Board of directors Directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and 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 Board of directors 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 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 the issuance of the Parent Shares pursuant to this Agreement and the Merger 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 MeetingDGCL, 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 herebyif necessary. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards Boards of directors Directors of Parent and Merger Sub and by Parent as the sole stockholder Stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.

Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisableEach Seller has, and Merger Sub has each member of 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. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized 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 of the transactions contemplated hereby and has recommended that thereby, have been, or shall be prior to the stockholders Closing, duly and validly authorized by all necessary action on part of Parent approve the Merger such Seller, 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 no other corporate proceedings on the part of Parent 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 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 which it is or shall at Closing be 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subparty. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub each 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 Parent and Merger SubSeller Group, enforceable against Parent and Merger Sub each such member in accordance with its terms, subject, as subject to enforceability, the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganization and other laws of general applicability moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors' ’ rights and to generally, or general principles of equityequity (collectively, the “Enforceability Exceptions”).

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and 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. The execution and delivery of the Agreement, and the consummation of the Merger and the other transactions contemplated hereby have been duly and validly authorized by a unanimous vote of the board of directors of Parent has declared the Merger and the related issuance each of Parent Shares advisable, has duly and validly authorized this Agreement Merger Sub 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 no other corporate proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby, hereby (other than the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent shares in accordance connection with the rules Merger and regulations of the NNM. The affirmative Financing Transaction by at least a majority 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 number of shares of Parent Common Stock entitled to vote represented at the Parent Special Meeting, or any adjournment or postponement thereof in connection accordance with Delaware law, at the Mergertime of the vote, and no other approval the adoption of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the 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 Merger Sub and, assuming this Agreement due authorization, execution and delivery by Company, constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement each of Parent and Merger Sub, enforceable against Parent and Merger Sub each of them in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general applicability relating to or affecting creditors' rights and to general principles of equityequitable principles.

Authority Relative to this Agreement. The board of directors of Merger Sub Buyer has approved this Agreement and declared it and the Merger to be advisablefull corporate, and Merger Sub has the requisite corporate power 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. The board execution, delivery and performance of directors of Parent has declared this Agreement, the Merger Related Agreements, the CGIC Loan Agreement, the Consent and Support Agreement and the related issuance of Parent Shares advisableother agreements, has duly documents and validly authorized 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 of the transactions contemplated hereby and has recommended that thereby have been duly and validly authorized by all the stockholders necessary action on the part of Parent approve the Merger Buyer, 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 no other corporate corporate, or other proceedings on the part of Parent 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 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 hereby 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 herebythereby. This Agreement and the consummation 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 Parent Buyer in connection with this Agreement, the Related Agreements, the CGIC Loan Agreement or the Consent and Merger Sub Support Agreement as of or prior to the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been Closing Date will be, duly and validly executed and delivered by Parent Buyer and Merger Sub 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 Parent the other agreements, documents and Merger Subinstruments 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 Parent and Merger Sub Buyer in accordance with its their respective terms, subject, as to enforceability, to except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and moratorium or other similar laws of general applicability affecting or relating to enforcement of creditors’ rights generally or affecting creditors' rights and to general principles of equity.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and 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. The board hereby (other than, with respect to the Merger, the adoption 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 Shares if and to the extent required 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 Mergerapplicable law, and no other approval the filing of any holder appropriate merger documents as required by the DGCL and the VSCA). The execution, delivery and performance of any securities of Parent is required in connection with this Agreement by the consummation of the transactions contemplated hereby. This Agreement Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the boards part of directors 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 Parent this Agreement by the holders of a majority of the Shares if and Merger Sub to the extent required by applicable law, and the filing of appropriate merger documents as required by Parent as the sole stockholder of Merger SubDGCL and the VSCA). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub 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 Parent and Merger Sub, Company enforceable against Parent and Merger Sub 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, subject, and the transactions contemplated by each such agreement) so as to enforceabilityrender 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 subject to the applicability of Section 253 of the DGCL, the only vote required to bankruptcy, insolvency, reorganization and other laws authorize the Merger is the affirmative vote of general applicability relating to or affecting creditors' rights and to general principles a majority of equitythe outstanding Shares.

Authority Relative to this Agreement. The board Each of directors of Acquiror, First Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Second Merger Sub has the requisite 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. The board execution and delivery of directors this Agreement by each of Parent has declared the Acquiror, First Merger Sub and Second Merger Sub and the related issuance consummation by each of Parent Shares advisableAcquiror, has First Merger Sub and Second Merger Sub of the Transactions have been duly and validly authorized this Agreement by all necessary corporate or limited liability company, as applicable, action, 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 no other corporate or limited liability company, as applicable, proceedings on the part of Parent Acquiror, First Merger Sub or Second Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, Transactions (other than (a) with respect to the Acquiror Proposals (other than the Domestication), (i) the approval and adoption 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 an ordinary resolution under Cayman Islands law by (x) the holders of a majority in interest of the stock present shares of Acquiror Common Stock, voting together as a single class, represented in person or represented by proxy and entitled to vote thereon, voting and who vote at a general meeting with respect thereto and (y) the Parent Stockholders Meeting, provided holders of a quorum is present, is sufficient for Parent's stockholders to approve majority of the issuance of outstanding shares of Parent First Merger Sub Common Stock in connection with the MergerStock, and no other (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 any holder the amendment to the Acquiror Articles of any securities Association, a certificate of Parent is required in connection with corporate domestication and the consummation Domestication Organizational Documents) by special resolution under Cayman Islands law by the holders of at least two-thirds of the transactions contemplated hereby. This Agreement 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 consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub“Acquiror Stockholders’ Approval”). This Agreement has been duly and validly executed and delivered by Parent Axxxxxxx, First Merger Sub and 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 Parent and Acquiror, First Merger Sub or Second Merger Sub, enforceable against Parent and 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), subjectand such approvals are sufficient so that the restrictions on business combinations set forth in the Acquiror Articles of Association shall not apply to the Mergers, as this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of Acquiror, no other state takeover statute is applicable to enforceability, to bankruptcy, insolvency, reorganization and the Mergers or the other laws of general applicability relating to or affecting creditors' rights and to general principles of equityTransactions.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it WinVest and the Merger to be advisable, and Merger Sub has the requisite corporate 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 contemplated herebyTransactions. The board execution and delivery of directors this Agreement and each Ancillary Agreement to which each of Parent has declared the WinVest and each Merger Sub is, or is contemplated to be, a party and the related issuance consummation by each of Parent Shares advisableWinVest and each Merger Sub of the Transactions contemplated hereby and thereby, has have been duly and validly authorized this Agreement by all necessary corporate action, 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 no other corporate proceedings on the part of Parent WinVest or Merger Sub are necessary to authorize this Agreement, any Ancillary Agreement or to consummate the transactions contemplated hereby, Transactions (other than (a) with respect to the Mergers, the approval and adoption 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 then-outstanding shares of WinVest Common Stock and by proxy at the Parent Stockholders Meetingholders of a majority of the then-outstanding Merger Sub I Interests and Merger Sub II Interests, provided a quorum is presentand the filing and recordation of appropriate merger documents as required by the DLLCA, is sufficient for Parent's stockholders and (b) with respect to approve 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 Parent WinVest 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 herebyStock). This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This each Ancillary Agreement has been been, or shall be when delivered, duly and validly executed and delivered by Parent WinVest and the Merger Sub 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 Parent WinVest and the Merger SubSubs (as applicable), enforceable against Parent and WinVest or the applicable Merger Sub in accordance with its terms, subject, as subject to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement each of the Company, constitutes the valid WSMP and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms. Each of WSMP and Sub has all requisite corporate power and authority to enter into this Agreement, subjectand Sub has all requisite corporate power and authority to carry out the Merger contemplated hereby. The Board of Directors of Sub has, subject to the terms and conditions set forth herein: (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the sole shareholder of Sub; (b) 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 Sub, approve this Agreement and the Merger. The Board of Directors of WSMP, at a meeting duly called and held, has, subject to enforceabilitythe terms and conditions set forth herein; (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 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 bankruptcythe extent that the Board of Directors of WSMP, insolvencyupon making a WSMP Board Determination (as defined in Section 5.9(c) of this Agreement, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equitydetermines that it must do so.

Authority Relative to this Agreement. The board Subject only to the approval of directors of Merger Sub the Company's stockholders as described below, the Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board execution and delivery by the Company of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company 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 Merger Sub Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the boards part of directors the Company, subject only to the approval of Parent this Agreement and the Merger Sub by the Company's stockholders by the affirmative vote of the holders of a majority of outstanding shares of Company Common Stock as required by the GCL and by Parent as the sole stockholder of Merger SubCompany Charter. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at 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 general principles enter into a business combination with Parent upon the terms and subject to the conditions of equitythis 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 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. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. 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 of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by the board of directors of Parent has declared the Merger Company 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 no other corporate proceedings on the part of Parent the Company (other than obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Delaware Secretary) 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 including 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. 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 Merger Sub andSub, assuming this Agreement constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws of general applicability relating to or affecting creditors' ’ rights and to generally, by general equitable principles or by principles of equitygood faith and fair dealing, regardless of whether enforcement is sought in equity or at law.

Authority Relative to this Agreement. The board Each of directors of PubCo, First Merger Sub and Second Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and 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. The board execution and delivery of directors of Parent has declared the this Agreement by PubCo, First Merger Sub or Second Merger Sub and the related issuance consummation by PubCo, First Merger Sub or Second Merger Sub of Parent Shares advisablethe Transactions have, has in each case, been duly and validly authorized this Agreement by all necessary corporate action, 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 no other corporate proceedings on the part of Parent PubCo, First Merger Sub or Second Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, Transactions (other than approval by PubCo, as (i) the approval sole shareholder of First Merger Sub, either at a duly convened meeting of the issuance sole shareholder 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 First Merger Sub of the transactions contemplated hereby have been duly or by written consent and validly authorized by the boards of directors of Parent and Merger Sub and by Parent (ii) as the sole stockholder 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 Parent PubCo, First Merger Sub and 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 Parent and Second Merger Sub, enforceable against Parent PubCo, First Merger Sub and Second Merger Sub in accordance with its terms, subjectexcept as limited by the Remedies Exceptions. The Boards of Directors of PubCo, as First Merger Sub and Second Merger Sub have approved this Agreement and the Transactions. To the knowledge of PubCo, First Merger Sub and Second Merger Sub, no other state takeover Law is applicable to enforceability, to bankruptcy, insolvency, reorganization and the Mergers or the other laws of general applicability relating to or affecting creditors' rights and to general principles of equityTransactions.

Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub Buyer has the requisite corporate power and authority to execute and deliver this Agreement deliver, and to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisableperform its obligations under, has duly and validly authorized this Agreement and the Company Option Agreement, subject to obtaining the necessary approval of the High Court referred to in Article V hereof, under applicable law. The execution and delivery by Buyer of this Agreement and the Company Option Agreement, and the consummation by Parent of the Scheme and 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 Merger Sub of the transactions contemplated hereby thereby have been duly and validly authorized by all necessary corporate action on the boards part of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubBuyer. This Agreement has and the Company Option Agreement have been duly and validly executed and delivered by Parent and Merger Sub 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 Parent and Merger SubBuyer, enforceable against Parent and Merger Sub Buyer in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general applicability relating 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 affecting creditors' rights exempt from registration under the Securities Act, and to general principles registered or exempt from registration under applicable United States "Blue Sky" laws and (iii) will, when issued in accordance with the terms of equitythe Scheme and this Agreement, be listed on the Nasdaq National Market.

Authority Relative to this Agreement. The board of directors of Merger Sub Stel has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite full corporate power and authority to (i) execute and deliver this Agreement, (ii) execute and deliver the Stock Option Agreement, (iii) execute and deliver the Technology Option Agreement, (iv) consummate the transactions contemplated by the Stock Option Agreement and to 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. The board execution and delivery of directors of Parent has declared this Agreement, the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Stock Option Agreement and the Technology Option Agreement, and the consummation by Parent of the Merger, the sale of the government business assets and the other 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 herebythereby, 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards unanimous vote of the board of directors of Parent Stel, and no other corporate proceedings on the part of Stel are necessary to authorize this Agreement, the Stock Option Agreement and the Technology Option Agreement or to consummate the Merger Sub and the other transactions contemplated hereby and thereby (other than, (a) with respect to the Merger, the approval of the Merger by Parent as a majority of the sole stockholder outstanding shares of Merger SubStel 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 Parent and Merger Sub 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 Parent and Merger SubStel, enforceable against Parent and Merger Sub Stel in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws affecting the enforcement of general applicability relating to or affecting creditors' rights and to generally or by general principles of equityequitable principles.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and 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 contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance other provisions contemplated hereby and thereby under applicable law. The execution and delivery by Parent and Merger Sub of Parent Shares advisable, has duly and validly authorized this Agreement and the Company Option Agreement, and the consummation by Parent of the Merger and the transactions contemplated hereby and has recommended that thereby, have been duly and validly authorized by the stockholders Board of Directors of Parent approve the and Merger Sub 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 no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the Company Option Agreement or to consummate the Merger or other transactions contemplated hereby, hereby and thereby (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 herebyby applicable law). This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby Company Option Agreement have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement constitutes the Agreement, is a valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub them in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general applicability relating 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 affecting creditors' rights the applicable option agreements), will be validly issued, fully paid and nonassessable and will not be subject to general principles preemptive rights, (ii) be listed on the OTC-BB Market and (iii) will be issued free and clear of equityany Liens.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by Company 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 Merger Sub Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the boards part of directors Company and no other corporate proceedings on the part of Parent Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than, with respect to the Merger, the approval and adoption of this Agreement and the approval of the Merger Sub by holders of a majority of the voting shares of Company Shares in accordance with the Israeli Companies Law and by Parent the Company Charter Documents). Except as set forth in Section 2.4 of the sole stockholder of Merger Sub. This Company Disclosure Letter, this Agreement has been duly and validly executed and delivered by Parent and Merger Sub Company and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of the Company, constitutes the valid and binding agreement of delivery by Parent and Merger Sub, constitutes a legal and binding obligation of Company, enforceable against Parent and Merger Sub Company in accordance with its terms, subject, terms except (i) as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating to or application affecting creditors' rights generally and (ii) as limited by laws relating to general principles the availability of equityspecific 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 (the "REQUIRED COMPANY SHAREHOLDER VOTE") is the only vote of the holders of any shares of the Company necessary to approve the Merger. The quorum required for the Company General Meeting is 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 order to approve or permit the consummation of the Merger.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and 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. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company, the performance by the Company of its obligations hereunder, 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 Merger Sub Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the boards part of directors the Company are necessary pursuant to the Charter or the MGCL to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of Parent and the Merger Sub and by Parent as the sole stockholder affirmative vote of Merger Subthe 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 Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of the Company, constitutes the valid and binding agreement of delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, as subject to enforceability, to the effects of bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at 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 general principles recommend the approval of equitythe 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 the MGCL to approve the Merger is the Company Requisite Vote.

Authority Relative to this Agreement. The board of directors of Merger Sub Seller has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized by 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subterms hereof. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub 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 Parent and Merger SubSeller, enforceable against Parent and Merger Sub Seller in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws the effect of general applicability relating to or affecting creditors' rights and to general principles of equityequity (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 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 required in 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 accordance with the terms hereof and thereof.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it the Purchaser and the Merger to be advisable, and Merger Sub 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. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and any other agreements and documents contemplated hereunder and the consummation performance by Parent each of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger Purchaser and the related issuance Guarantor of shares its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Parent Common Stock each of the Purchaser and Parent has the requisite corporate power Guarantor and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent the Purchaser and 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 transactions contemplated herebyRequired Approval, other than the approval of Interim Order and the issuance of Final Order, the Parent Shares pursuant to this Agreement completion 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 Purchaser and the consummation by Parent and Merger Sub Guarantor of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subthereby. This Agreement has been duly and validly executed and delivered by Parent the Purchaser and Merger Sub 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 Parent and Merger Sub, Guarantor enforceable against Parent the Purchaser and Merger Sub the Guarantor in accordance with its terms, subject, as to enforceability, subject to bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium and other laws of general applicability Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors' ’ rights generally and to general principles of equityequity and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction.

Authority Relative to this Agreement. The board Palatin and Merger Subsidiary have the corporate power to enter into this Agreement and, subject to approval of directors this Agreement by the holders of Palatin Common Stock and Series A Convertible Preferred Stock and by the holder of all of Merger Sub has approved this Agreement Subsidiary's issued and declared it and outstanding common stock (the Merger to be advisable"Sole Shareholder"), and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyMerger and to perform its obligations hereunder. The board execution and delivery 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent Palatin's and Merger Sub and by Parent as the sole stockholder Subsidiary's Board of Merger SubDirectors. This Agreement has been duly constitutes a valid and validly executed and delivered by Parent legally binding obligation of Palatin and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, Subsidiary enforceable against Parent and Merger Sub in accordance with its terms, subject, terms except as to enforceability, to enforcement may be limited by bankruptcy, insolvency, reorganization and insolvency or other similar laws affecting the enforcement of general applicability relating to or affecting creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to general principles the discretion of equitythe court before which any proceeding therefor may be brought. Except for the approval of the holders of Palatin Common Stock and the holders of the Palatin Series A Convertible Preferred Stock, each described in Section 3.7(b), and the approval of the Sole Shareholder, no other corporate proceedings on the part of Palatin and Merger Subsidiary are necessary to authorize this Agreement and the transactions contemplated hereby. Except as set forth in Section 5.4 of the Palatin Disclosure Schedule or the Palatin SEC Reports, Palatin and Merger Subsidiary are not subject to or obligated under (i) any charter, bylaw, indenture or other loan document provision or (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 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 (B) the laws and regulations referred to in the next sentence. Except as disclosed in Section 5.4 of Palatin Disclosure Schedule or, in connection, or in 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. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and 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. The board of directors of Parent has declared the Merger and the related issuance of Parent Shares advisablehereby (other than, has duly and validly authorized this Agreement and with respect to 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 herebyMerger, other than the approval of the issuance of the Parent Shares pursuant to this Agreement Merger 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 outstanding shares of Company Common Stock at any meeting of such stockholders called for such purpose, if necessary (the Parent "Company Stockholders Meeting")). The execution, provided a quorum is present, is sufficient for Parent's stockholders to approve delivery and performance of this Agreement by 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 Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the boards part of directors the Company, and no other corporate proceedings on the part of Parent and the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than, with respect to the consummation of the Merger, the approval of the Merger Sub and by Parent as the sole stockholder holders of Merger Suba 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 Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid due execution and binding agreement of the Company, constitutes the valid and binding agreement of delivery by Parent and Merger Sub, enforceable against Parent constitutes the legal, valid and binding obligation of the Company (other than, with respect to the consummation of the Merger, the approval of the Merger Sub in accordance with its termsby the holders of a majority of the outstanding shares of Company Common Stock at the Company Stockholders Meeting, subjectif required), as to enforceability, to except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights generally and to (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it the Seller Parent and the Merger to be advisable, and Merger Sub 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. The board execution, delivery and performance of directors this Agreement by each of the Seller Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement Seller and the consummation by Parent each 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 Merger Sub them of the transactions contemplated hereby have been duly and validly authorized approved by their respective Boards of Directors (and, in the case of the Seller, all of its direct shareholders), and no other corporate proceedings on the part of the Seller Parent or the Seller are necessary to authorize the execution, delivery and performance of this Agreement by the boards of directors of Seller Parent and Merger Sub the Seller and the consummation by the Seller Parent as and the sole stockholder Seller of Merger Subthe 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 the Seller Parent and Merger Sub andthe Seller and constitutes a legal, assuming this Agreement constitutes the valid and binding agreement obligation of the Company, constitutes the valid and binding agreement each of Parent and Merger Sub, them enforceable against Parent and Merger Sub each of them in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and other laws by general equitable principles (regardless of general applicability relating to whether such enforceability is considered in a proceeding in equity or affecting creditors' rights and to general principles of equityat law).

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the all requisite corporate power and authority to to: (i) execute and deliver this Agreement 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 (ii) assuming the approval of the issuance of the Parent Shares pursuant to this Agreement by the stockholders of Parent in accordance with the rules Charter Amendment 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 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. The execution and no other approval delivery of any holder of any securities of Parent is required in connection with this Agreement, and the consummation of the transactions contemplated hereby. This Agreement and , including the consummation by Parent and Merger Sub of the transactions contemplated hereby Merger, have been duly and validly authorized by the boards of directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub (other than obtaining 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, 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 Merger Sub and, assuming this Agreement the due authorization, execution and delivery by the Company, constitutes the a valid and binding agreement of the Company, constitutes the valid and binding agreement each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws of general applicability relating to or affecting creditors' ’ rights and to generally, by general equitable principles or by principles of equitygood faith and fair dealing, regardless of whether enforcement is sought in equity or at law.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and 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. The board of directors execution and delivery by each of Parent has declared the and Merger and the related issuance Sub of Parent Shares advisable, has duly and validly authorized this Agreement and the Ancillary Agreements to which it is a party and the consummation by each of Parent and a Merger Sub of the transactions contemplated hereby and has recommended that thereby have been duly and authorized by all necessary action by the stockholders respective Boards of Directors of Parent approve the and Merger Sub, 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 no other corporate proceedings action on the part of the Board of Directors of either Parent are necessary or Merger Sub is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements 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 which it is 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 party and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subthereby. 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 Parent and and/or Merger Sub 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 obligation of Parent and and/or Merger Sub, as applicable, enforceable against Parent and and/or Merger Sub Sub, as applicable, in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' rights generally and to by general principles of equity.

Authority Relative to this Agreement. The board Each of directors of Merger Acquiror and Xxxxxx Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite 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. The board execution and delivery of directors this Agreement by each of Parent has declared the Acquiror and Merger Sub and the related issuance consummation by each of Parent Shares advisableAcquiror and Merger Sub of the Transactions have been, has and each Ancillary Agreement to which they are a party will be, duly and validly authorized this Agreement by all necessary corporate action, 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 no other corporate proceedings on the part of Parent 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 hereby, Transactions (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 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 MeetingAcquiror, 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent 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 Parent Xxxxxxxx and Merger 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 Parent and Acquiror or Merger Sub, enforceable against Parent and Acquiror or Merger Sub in accordance with its termsterms subject to the Remedies Exceptions. The Acquiror Board has approved this Agreement and the Transactions, subjectand such approvals are sufficient so that any restrictions on business combinations set forth in the Acquiror Charter, as if any, shall not apply to enforceabilitythe Merger, to bankruptcythis Agreement, insolvency, reorganization and any Ancillary Agreement or any of the other laws of general applicability relating to or affecting creditors' rights and to general principles of equityTransactions.

Authority Relative to this Agreement. The board Board of directors Directors of ------------------------------------ Merger Sub has approved this Agreement and declared it and the Merger to be advisable, advisable and 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 Board of directors 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 advisable and Parent has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and and, subject to consummate the transactions contemplated hereby. No other corporate proceedings on approval by the part stockholders of Parent are necessary of the amendment to authorize this Agreement or Parent's Certificate of Incorporation to consummate increase Parent's authorized capital stock in order to allow for the transactions contemplated hereby, other than issuance of Parent Shares by virtue of the Merger and 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 MeetingNNM listing requirements, 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 consummate the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards Boards of directors Directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent 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 sole stockholder transactions contemplated hereby (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 Suband 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 Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equityequity .

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to adoption of this Agreement and the Company Charter Proposal by a majority of the issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class as contemplated herein (the "Company Stockholder Approval"), to consummate the transactions contemplated herebyhereby (the "Transactions"). The board execution and delivery of directors of Parent has declared this Agreement by the Merger Company and the related issuance consummation by the Company of Parent Shares advisable, has the Transactions have been duly and validly authorized this Agreement by all necessary corporate action 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 no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, Transactions (other than (a) the Company Stockholder Approval, (b) if the shares of Series A Preferred Stock are to be converted pursuant to Section 2.1(d), 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 a majority of the NNM. The affirmative vote issued and outstanding shares of Series A Preferred Stock (the "Series A Preferred Stock Approval"), (c) if the shares of Series E Preferred Stock are to be converted pursuant to Section 2.1(d), the approval of this Agreement by a majority 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 issued and outstanding shares of Parent Common Series E Preferred Stock in connection with (the Merger, "Series E Preferred Stock Approval") and no other approval of any holder of any securities of Parent is required in connection with (d) the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubFiling). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement the due authorization, execution and delivery thereof by News Corp., Fox and Merger Sub, constitutes the legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as to enforceability, to enforcement may be limited by bankruptcy, insolvency, reorganization and moratorium or other similar laws of general applicability relating to or affecting creditors' rights generally and by equitable principles to general principles which the remedies of equityspecific performance and injunctive and similar forms of relief are subject and except that rights to indemnity hereunder may be subject to Federal or state securities laws or the policies underlying such laws.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, SPAC and Merger Sub has the requisite corporate 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 to consummate the transactions contemplated herebyTransactions. The board execution and delivery by each of directors the SPAC and Merger Sub of Parent has declared the Merger this Agreement and the related issuance other Transaction Documents to which each of Parent Shares advisablethe SPAC and Merger Sub is or will at the Closing be a party, has the performance by each of the SPAC and Merger Sub of its obligations hereunder and thereunder and the consummation by each of the SPAC and Merger Sub of the Transactions, have been duly and validly authorized this Agreement by all necessary corporate action, 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 no other corporate proceedings on the part of Parent the SPAC or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, Transactions (other than (a) with respect to the Merger, the approval and adoption 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 then-outstanding shares of SPAC Common Stock and by proxy at the Parent Stockholders Meetingholders of a majority of the then-outstanding shares of Merger Sub Common Stock, provided a quorum is presentand the filing and recordation of appropriate merger documents as required by the DGCL and the Minnesota Statutes, is sufficient for Parent's stockholders (b) with respect to approve the issuance of SPAC Class A Common Stock and the Certificate of Designation, the approval of a majority of the then-outstanding shares of Parent SPAC Common Stock, and (c) with respect to the Amended and Restated SPAC Certificate of Incorporation, the approval of a majority of the then-outstanding shares of SPAC 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubSPAC Class A Common Stock). This Agreement has been been, and the other Transaction Documents to which each of the SPAC and Merger Sub is or will at the Closing be a party will, at the Closing be, duly and validly executed and delivered by Parent the SPAC and Merger Sub and, assuming this Agreement due authorization, execution and delivery by the other parties thereto, constitutes the (or will then constitute) a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent SPAC and Merger Sub, enforceable against Parent the SPAC and Merger Sub in accordance with its terms, subject, as subject to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Buyer and 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 the approval of Merger, the adoption of the Merger Agreement and the approval of the issuance of shares of 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 herebyby this Agreement. The execution and delivery of this Agreement, 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, have been duly and validly authorized by the required vote of the board of directors of Parent has declared the Buyer and Merger Sub, 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 no other corporate proceedings on the part of Parent Buyer or Merger Sub are necessary to authorize this Agreement or Agreement, to consummate issue 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 Buyer Common Stock in connection with the Merger, or to consummate the Merger and no the other transactions contemplated by this Agreement other than, with respect to the Merger, the (a) approval of any holder the Merger by the shareholder of any securities of Parent is required in connection with the consummation Merger Sub and (b) approval of the transactions contemplated hereby. This Merger, the adoption of the Agreement and the consummation by Parent and Merger Sub approval of the transactions contemplated hereby have been duly and validly authorized issuance of Buyer Common Stock in the Merger by the boards 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 directors of Parent and Merger Sub and by Parent as the sole stockholder Certificate of Merger Subwith the Secretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered by Parent Buyer and 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 and binding agreement of Parent Buyer and Merger Sub, enforceable against Parent Buyer and Merger Sub in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws affecting the enforcement of general applicability relating to or affecting creditors' rights and to generally or by general principles of equityequitable principles.

Authority Relative to this Agreement. The board Subject only to the requisite approval of directors of the Merger Sub has approved and this Agreement and declared it and the Merger to be advisabletransactions contemplated hereby by the stockholders of the Company, and Merger Sub the Company has the requisite full corporate power and authority to execute and deliver this Agreement and each agreement contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The Company’s board of directors has (i) approved this Agreement, (ii) unanimously recommended as of the date of this Agreement that the stockholders of the Company approve this Agreement and the transactions contemplated hereby, and otherwise approve, adopt and agree to the matters set forth in the Written Consent, and (iii) directed that this Agreement and the transactions contemplated hereby be submitted for a vote of the stockholders of the Company in order to obtain the Required Stockholder Approvals, and no such determination, recommendation or direction of the board of directors of Parent the Company has declared been withdrawn, amended, modified or terminated. After obtaining the Merger Required Stockholder Approvals, no other approvals of any holders of Company Common Stock in their capacity as holders of Company Common Stock are necessary in connection with the consummation by the Company of the transactions contemplated hereby (including the Merger) pursuant to applicable Legal Requirements and the related issuance Company’s certificate of Parent Shares advisable, has duly incorporation or bylaws. The execution and validly authorized delivery by the Company of this Agreement and the consummation by Parent the Company of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger thereby, 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 performance by the stockholders Company of Parent in accordance with the rules its obligations hereunder 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 Meetingthereunder, 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary action by the boards board of directors of Parent the Company, and Merger Sub no other action on the part of the board of directors of the Company is required to authorize the execution, delivery and performance of this Agreement and the consummation by Parent as the sole stockholder Company of Merger Subthe transactions contemplated hereby and thereby. This Agreement has been or will be, as applicable, duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement the due authorization, execution and delivery hereof by Acquirer, and constitutes the or will constitute, as applicable, a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, Company enforceable against Parent and Merger Sub the Company in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' ’ rights generally and to by general principles of equity.

Authority Relative to this Agreement. The board Each of directors of Merger Parent and Xxxxxx Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite corporate have all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and (subject to the approvals described in Section 5.05), upon receipt of the Parent Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. The board of directors execution and delivery by each of Parent has declared the and Merger Sub of this Agreement and the related issuance other Transaction Documents to which each of Parent Shares advisableand Merger Sub is or will at the Closing be a party, has the performance by each of Parent and Xxxxxx Sub of its obligations hereunder and thereunder and the consummation by each of Parent and Merger Sub of the Transactions, have been duly and validly authorized this Agreement by all necessary corporate action, 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 no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, Transactions (other than (a) with respect to the approval Domestication, (i) the Parent Shareholder Approval, (ii) completing and making and procuring all Parent Domestication Documents, (iii) obtaining a certificate of de-registration from the Registrar of Companies of the issuance Cayman Islands and (iv) completing and making and procuring all those filings required to be made with the Secretary of State of the Parent Shares pursuant to this Agreement by State of Delaware under 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 DGCL in connection with the Domestication, (b) with respect to the Merger, and no other approval of any holder of any securities of the Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement Shareholder Approval and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and approval by Parent as the sole stockholder of Merger SubSub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL, and (c) with respect to the issuance of New Parent Common Stock, the Parent Shareholder Approval). This Agreement has been been, and the other Transaction Documents to which each of Parent and Merger Sub is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by Parent Xxxxxx and Merger Sub and, assuming this Agreement due authorization, execution and delivery by the other party or parties hereto and thereto, constitutes the (or will then constitute) a legal, valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of Parent and or Merger Sub, enforceable against Parent and or Merger Sub in accordance with its terms, subject, as terms subject to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. The board of directors of Merger Sub Seller has approved this Agreement full corporate ------------------------------------ power and declared it and the Merger corporate authority to be advisableexecute, deliver, 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 perform this Agreement and the Related Agreements to which it is a party, and PG&E has full corporate power and corporate authority to execute, deliver and perform the PG&E Guaranty. The execution, delivery, and performance by Seller of this Agreement and the Related Agreements, and the consummation by Parent it of the transactions contemplated hereby and has recommended that thereby, have been duly authorized by all necessary corporate action of Seller. The execution, delivery, and performance by PG&E of the stockholders of Parent approve the Merger PG&E Guaranty, 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 consummation 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 it of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby thereby, have been duly and validly authorized by the boards all necessary corporate action of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. PG&E. This Agreement has been duly and validly executed and delivered by Parent Seller and Merger Sub andconstitutes, assuming this and each Related Agreement constitutes the executed or to be executed by Seller has been, or when executed will be, duly executed and delivered by Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger SubSeller, enforceable against Parent and Merger Sub Seller in accordance with its terms, subject, as to enforceability, to except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors' rights generally and to general (ii) equitable principles which may limit the availability of equitycertain equitable remedies (such as specific performance) in certain instances. The PG&E Guaranty has been duly executed and delivered by PG&E and constitutes a valid and legally binding obligation of PG&E, enforceable against PG&E in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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. The board execution and delivery of directors this Agreement by the Company and the consummation by the Company 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards unanimous vote of the board of directors of Parent the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger Sub and the other transactions so contemplated (other than, with respect to the Merger, the approval of the Merger and adoption of this Agreement by Parent 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 sole stockholder 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 Suband adopt this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub 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 Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as to enforceability, to the enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other reorganization, moratorium or similar laws affecting enforcement of general applicability relating to or affecting creditors' rights generally and except as enforcement thereof is subject to general principles of equity.equity (regardless of whether enforcement is considered in a proceeding in equity or at law). SECTION 3.05

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and 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. The board execution and delivery of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by Company and the consummation by Parent Company of the transactions contemplated hereby have been duly and has recommended that the stockholders of Parent approve the Merger validly authorized by all necessary corporate action, 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 no other corporate proceedings on the part of Parent Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, other than with respect to the Merger, 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 outstanding shares of Company Common Stock entitled to vote with respect thereto 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 Company Stockholders’ Meeting (as defined in connection with the MergerSection 7.01), and no other approval of any holder of any securities of Parent is required in connection with the consummation filing and recordation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder Certificate of Merger Subas required by Delaware Law). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Company and, assuming this Agreement the due authorization, execution and delivery by the other parties hereto, constitutes the legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub Company in accordance with its terms, subject, as except to enforceability, to the extent that enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other laws of general applicability relating to or affecting creditors' rights and to general by principles of equityequity regarding the availability of remedies. The board of directors of Company has unanimously determined that it is fair to, advisable and in the best interests of Company’s stockholders for 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 Company’s stockholders approve and adopt this Agreement and the Merger (the “Company Board Approval”), and none of the aforesaid actions by Company’s board of directors has been amended, rescinded or modified. The Company Board Approval 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 Delaware Law such that Section 203 of the Delaware Law does not apply to this Agreement or the transactions contemplated hereby. No “business combination,” “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation is applicable to Company, the shares of Company Common Stock, the Merger or any of the other transactions contemplated by this Agreement.

Authority Relative to this Agreement. The board Subject only to the requisite approval of directors of Merger Sub has approved the Merger, this Agreement and declared it the other agreements attached as Exhibits A.1 to A.4 hereto (the "ANCILLARY AGREEMENTS") by the holders of Target Units, each of Target, Other Assets Company, Source Media, Insight Communications and Insight Interactive (individually, a "Related Party;" collectively, the Merger to be advisable, and Merger Sub "Related Parties") (i) has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The board execution and delivery by each Related Party 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 Ancillary Agreements to which it is a party and the consummation by Parent each Related Party of the transactions contemplated hereby and has recommended that the stockholders of Parent approve the Merger thereby, and the related issuance performance by each Related Party of shares of Parent Common Stock its obligations hereunder 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 herebythereunder, 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary action by each Related Party; and no other action on the boards part of directors such governing bodies is required to authorize the execution, delivery and performance by each Related Party of Parent this Agreement and Merger Sub the Ancillary Agreements to which it is a party and the consummation by Parent as each Related Party of the sole stockholder transactions contemplated hereby and thereby. The consummation by Source Media of Merger Subthe transactions contemplated hereby shall at Closing have received all requisite approvals of the Source Media Bondholders. This Agreement has and the Ancillary Agreements to which such Related Party is a party have been duly and validly executed and delivered by Parent and Merger Sub such Related Party and, assuming this Agreement the due authorization and valid execution and delivery hereof by Parent and each other party to such agreement, each constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, such Related Party enforceable against Parent and Merger Sub such Related Party in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' rights generally and to by general principles of equity.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, DCRB and Merger Sub has the requisite have 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. The board execution and delivery of directors this Agreement by each of Parent has declared the DCRB and Merger Sub and the related issuance consummation by each of Parent Shares advisable, has DCRB and Merger Sub of the Transactions have been duly and validly authorized this Agreement by all necessary corporate action, 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 no other corporate proceedings on the part of Parent DCRB or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, Transactions (other than (a) with respect to the Merger and the Private Placements, the approval and adoption of this Agreement and the issuance of the Parent Shares pursuant to this Agreement Per Share Merger Consideration and the shares in the Private Placements 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 outstanding shares of DCRB Common Stock entitled to vote and actually cast thereon at the Parent Stockholders MeetingDCRB Stockholders’ Meeting and by the holders of a majority of the outstanding shares of Merger Sub Common Stock, provided a quorum is presentand the filing and recordation of appropriate merger documents as required by the DGCL, is sufficient for Parent's stockholders and (b) with respect to approve the amendment and restatement of the DCRB Certificate of Incorporation, which shall be required to authorize the issuance of the Per Share Merger Consideration and the shares in the Private Placement, the approval of a majority of the outstanding shares of Parent DCRB 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubStock). This Agreement has been duly and validly executed and delivered by Parent DCRB and 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 Parent and DCRB or Merger Sub, enforceable against Parent and DCRB or Merger Sub in accordance with its termsterms subject to the Remedies Exceptions. The DCRB Board has approved this Agreement and the Transactions, subjectand such approvals are sufficient so that the restrictions on business combinations set forth in the DCRB Certificate of Incorporation shall not apply to the Merger, as this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of DCRB, no other state takeover statute is applicable to enforceability, to bankruptcy, insolvency, reorganization and the Merger or the other laws of general applicability relating to or affecting creditors' rights and to general principles of equityTransactions.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the Escrow Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The board execution and delivery of directors of Parent has declared the Merger this Agreement and the related issuance of Escrow Agreement by 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 thereby, and the related issuance execution and delivery of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver this Agreement by Merger Sub, and to consummate the consummation by Merger Sub of the transactions contemplated hereby. No , have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the Escrow Agreement or to consummate the such transactions contemplated hereby, (other than the approval filing of the issuance Certificate of Merger as required by the Delaware Code). This Agreement has been, and the Escrow Agreement will be, duly executed and delivered by Parent. Assuming the due authorization, execution and delivery by each of the Parent Shares pursuant to other parties hereto and thereto, this Agreement by constitutes, and the stockholders Escrow Agreement will constitute, legal, valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except to the rules and regulations extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the NNM. The affirmative vote of the holders of a majority in interest of the stock present creditors' rights generally 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subgeneral equitable principles. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement the due authorization, execution and delivery by each of the other parties hereto and thereto, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and or other laws affecting the enforcement of general applicability relating to or affecting creditors' rights and to generally or by general principles of equityequitable principles.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, 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 perform its respective obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby. No other corporate proceedings on the part The execution and delivery by Parent and Merger Sub of Parent are necessary to authorize this Agreement or to consummate and 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 Ancillary Agreements and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the boards of directors all necessary corporate and shareholder action of Parent and Merger Sub, and no other corporate action on the part of either Parent or Merger Sub is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation by Parent as and Merger Sub of the sole stockholder of Merger Subtransactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Parent or Merger Sub is a party has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the due authorization and the valid execution and binding agreement of delivery hereof by the Company, constitutes the a legal, valid and binding agreement obligation of Parent and Merger Sub, Sub enforceable against Parent and Merger Sub in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' rights generally and to by general principles of equity. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental or Regulatory Authority is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the California Agreement of Merger as provided in Section 1.2; (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the securities laws of any foreign country; and (iii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on Parent or Merger Sub and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

Authority Relative to this Agreement. The board (a) Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, iTurf and Merger Sub has the requisite all necessary 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 perform its obligations hereunder and to consummate the transactions contemplated hereby. No other corporate proceedings on the part The execution and delivery 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 each of Parent in accordance with the rules iTurf 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 Merger Sub and the consummation by Parent each of iTurf and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the boards part of directors of Parent and iTurf or Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than (i) the approval by the holders of at least a majority of the outstanding shares of iTurf Common Stock entitled to vote of the Second Restated Certificate of Incorporation of iTurf in the form of EXHIBIT C attached hereto (the "Second Restated Certificate of Incorporation") and (ii) the approval by Parent the holders of at least a majority of the outstanding shares of iTurf Common Stock voted at the iTurf Meeting (as defined below) of the sole stockholder issuance of Class A Common Stock in the Merger Subin accordance with the terms of this Agreement, in each case in accordance with Delaware Law and iTurf's Certificate of Incorporation (collectively, the "iTurf Merger Matters")). This Agreement has been duly and validly executed and delivered by Parent each of iTurf and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by xXXxX*s, constitutes the legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement each of Parent iTurf and Merger Sub, enforceable against Parent each of iTurf and Merger Sub in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other or similar laws of general applicability relating to or affecting creditors' rights and to generally or by general principles of equityequitable principles.

Authority Relative to this Agreement. The board execution, delivery and performance of directors of Merger Sub has approved this Agreement and declared it all other agreements and instruments executed in connection herewith or delivered pursuant hereto (including the Merger to be advisable, Parent Written Consent) by the Parents 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 by this Agreement and the consummation by Parent all other agreements and Merger Sub of the transactions contemplated hereby instruments executed in connection herewith or delivered pursuant hereto have been duly and validly authorized by all requisite corporate or limited liability company action, as applicable, on the boards part of directors each of Parent the Parents and Merger Sub and no other corporate or similar actions or proceedings on the part of either Parent is necessary to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by Parent as each of the sole stockholder of Parents and Merger SubSub or for the Parents or Merger Sub to consummate the transactions so contemplated. This Agreement has been and all other agreements and instruments executed in connection herewith or delivered pursuant hereto (including the Parent Written Consent) have been, or will be, duly and validly executed and delivered by Parent each of the Parents and Merger Sub 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 (other than Parents, Merger Sub and any of their affiliates other than Genco Holdings and its controlled affiliates), constitutes, or will constitute when executed, a valid and binding agreement of the Company, constitutes the valid and binding agreement of such Parent and Merger Sub, enforceable against such Parent and Merger Sub in accordance with its terms, subject, as except that (a) enforcement may be subject to enforceability, to any bankruptcy, insolvency, reorganization and reorganization, moratorium, fraudulent transfer or other laws of general applicability laws, now or hereafter in effect, relating to or affecting limiting creditors' rights generally, and (b) enforcement of this Agreement, including, among other things, the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to general principles the discretion of equitythe court before which any proceeding therefor may be brought. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not engaged in any business or conducted any operations other than in connection with the transaction contemplated hereby.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Parent and Merger Sub has the requisite corporate power and authority to execute and deliver deliver, and to perform its obligations under, this Agreement and and, subject to obtaining the necessary approval of its stockholders, to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger and the related issuance other provisions contemplated hereby under applicable law. The execution and delivery by Parent and Merger Sub of Parent Shares advisable, has duly and validly authorized this Agreement and the consummation by Parent of the Merger and the transactions contemplated hereby and has recommended that thereby, have been duly and validly authorized by the stockholders Board of Directors of Parent approve the and Merger Sub 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 no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger or other 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement constitutes by the Company, is a valid and binding agreement of the Company, constitutes the valid and binding agreement obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub them in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general applicability relating equitable principles. The shares of Parent Common Stock to be issued by Parent pursuant to the Merger, as well as the Assumed Company 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 affecting creditors' rights the applicable option agreements), will be validly issued, fully paid and nonassessable and will not be subject to general principles preemptive rights, (ii) will, when issued in accordance with the terms of equitythe 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, (iii) will, when issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), be listed on the Nasdaq National Market and (iv) will be issued free and clear of any Liens.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, Acquiror and Merger Sub has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to consummate the transactions contemplated hereby. The board of directors of Parent has declared the Merger which it is a party, to perform its obligations hereunder 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 thereunder and to consummate the transactions contemplated herebyhereby and thereby. No other corporate proceedings on the part The execution and delivery by each of Parent are necessary to authorize Acquiror and Merger Sub of this Agreement or and the Ancillary Agreements 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 which it is 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 party and the consummation by Parent Acquiror and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action by the boards board of directors of Parent Acquiror and Merger Sub, respectively, and no other action on the part of the Board of Directors of Acquiror and Merger Sub are 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 as Acquiror and Merger Sub of the sole stockholder of Merger Subtransactions contemplated hereby and thereby. This Agreement has and the Ancillary Agreements to which Acquiror and Merger Sub are a party have been or will be, as applicable, duly and validly executed and delivered by Parent Acquiror and Merger Sub and, assuming this Agreement the due authorization, execution and delivery hereof by Target and/or the other parties thereto, constitutes the or will constitute, as applicable, a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent Acquiror and Merger Sub, Sub enforceable against Parent Acquiror and Merger Sub in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' rights generally and to by general principles of equity.

Authority Relative to this Agreement. The board of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub Parent 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 enter into this Agreement and the Registration Rights Agreement entered into between Parent and the Selling Shareholders and executed as of an even date herewith (the "Registration Rights Agreement") and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Registration Rights 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 have been duly authorized by all necessary corporate action by Parent. The shares of Parent Common Stock to be issued pursuant to the Merger and the other transactions contemplated hereby have been reserved for issuance by Parent has the requisite by all necessary corporate power and authority to execute and deliver this action. This Agreement and the Registration Rights Agreement constitute valid and binding obligations of Parent enforceable in accordance with their terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to consummate the transactions contemplated herebydiscretion of the court before which any proceeding therefor may be brought. No Except for the filing and recordation of appropriate merger documents as required by the BCA and the DGCL, no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Parent is not subject to or obligated under (i) any charter, by-law, indenture or other loan or credit document provision or (ii) any other contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent 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, modification or acceleration of any obligation, or any right to payment or compensation, or the loss of a material benefit, by its executing and carrying out this Agreement and the Registration Rights Agreement except for such breaches, violations, defaults or arising of such rights which would not reasonably be expected to have a material adverse effect. Other than the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the corporation, securities or blue sky laws or regulations of the various states, and except for the filing and recordation of appropriate merger documents as required by the BCA and the DGCL, no filing or registration with, or authorization, consent or approval of, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (each, a "Governmental Entity"), is necessary for the consummation by Parent or Sub of the Merger or the other transactions contemplated by this Agreement, other than filings, registrations, authorizations, consents or approvals the approval of the issuance of the Parent Shares pursuant failure 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 make 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 Mergerobtain which has not had, and no other approval of any holder of any securities of Parent is required in connection with would not reasonably be expected to have, a material adverse effect or prevent the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub***CONFIDENTIAL TREATMENT REQUESTED. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.9

Authority Relative to this Agreement. The board Subject only to the requisite approval of directors of Merger Sub has approved this Agreement and declared it and by the Merger to be advisablestockholders of the Company, and Merger Sub 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 consummate which the transactions contemplated hereby. The board of directors of Parent has declared the Merger Company is a party, to perform its obligations hereunder 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 thereunder and to consummate the transactions contemplated herebyhereby and thereby. No other corporate proceedings on The execution and delivery by the part Company of Parent are necessary to authorize this Agreement or and the Ancillary Agreements to consummate which 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 Company is 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 party and the consummation by Parent and Merger Sub the Company of the transactions contemplated con-tem-plated 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 boards board of directors of Parent the Company, the board of directors of the Company has unanimously approved this Agreement and Merger Sub the transactions contemplated hereunder and no other action on the part of the board of directors of the Company is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Company is a party and the consumma-tion by Parent as the sole stockholder Company of Merger Subthe transactions contemplated hereby 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 Parent and Merger Sub the Company and, assuming this Agreement the due authorization, execu-tion and delivery hereof (and, in the case of the Ancillary Agreements to which Acquirer is a party, thereof) by Acquirer, each constitutes the or will constitute, as applica-ble, a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, Company enforceable against Parent and Merger Sub the Company in accordance with its respective terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' ’ rights generally and to by general principles of equity; including, without limitation, principals of fiduciary duty.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub Buyer Parties 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 enter into this Agreement and the consummation by Parent Ancillary Agreements and to carry out its obligations thereunder. The execution and delivery 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 Ancillary Agreements by Buyer Parties and the consummation by Buyer Parties of the Contemplated Transactions have been duly authorized by Buyer Parties, and no other corporate proceedings proceedings, including, without limitation, any authorization by the shareholders of Buyer Parent Company, or on the part of Parent Buyer Parties are necessary to authorize this Agreement Agreement, the Ancillary Agreements 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 herebysuch transactions. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby Ancillary Agreements have each been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent Buyer Parties and Merger Sub and, assuming this Agreement each such agreement constitutes the a valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Subeach such entity, enforceable against Parent and Merger Sub in accordance with its terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and or other laws of general applicability similar Laws relating to or affecting the enforcement of creditors' rights generally and to by general principles of equity. Neither of the Buyer Parties is subject to, or obligated under, any provision of (a) its Articles of Incorporation, or its Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement or Ancillary Agreements and the consummation by it of the Contemplated Transactions. Except for such filings to be made pursuant to corporate Law in order to effect the Acquisition Purchase and federal and state securities laws, which Buyer agrees to make, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Buyer Parties for the consummation by Buyer Parties of the transactions contemplated by this Agreement and the Ancillary Agreements.

Authority Relative to this Agreement. The board of directors of Merger Sub Each Seller has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate or similar power and authority to execute execute, deliver and deliver perform 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 by 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Subterms hereof. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub each 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 Parent and Merger Subeach Seller, enforceable against Parent and Merger Sub each such Seller in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws the effect of general applicability relating to or affecting creditors' rights and to general principles of equityequity (the “Enforceability Exceptions”). Each member of the Parent Group has all necessary corporate or similar power and authority to execute, deliver and perform each Ancillary Agreement to which it is a party in accordance with the terms thereof. At the Closing, each Ancillary Agreement executed and delivered by the member of the Parent Group party thereto will be duly and validly executed and delivered by such member of the Parent Group, and, assuming the due authorization, execution and delivery of each Ancillary Agreement by the other parties to the Ancillary Agreements, will constitute, a valid, legal and binding agreement of the applicable members of the Parent Group, enforceable against them in accordance with the terms thereof, subject to the Enforceability Exceptions. No vote or other approval of the equityholders of any Seller, Transferred Entity or any member of the Parent Group is required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated by this Agreement or any Ancillary Agreement to which it is a party in accordance with the terms hereof or thereof, whether by reason of applicable Law, the Organizational Documents of any such Seller or Transferred Entity, as applicable, the rules and requirements of any securities exchange, or otherwise.

Authority Relative to this Agreement. The board execution, delivery and performance of directors of Merger Sub has approved this Agreement and declared it all other agreements and instruments executed in connection herewith or delivered pursuant hereto (including the Merger to be advisable, Parent Written Consent) by the Parents 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 by this Agreement and the consummation by Parent all other agreements and Merger Sub of the transactions contemplated hereby instruments executed in connection herewith or delivered pursuant hereto have been duly and validly authorized by all requisite corporate or limited liability company action, as applicable, on the boards part of directors each of Parent the Parents and Merger Sub and no other corporate or similar actions or proceedings on the part of either Parent is necessary to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by Parent as each of the sole stockholder of Parents and Merger SubSub or for the Parents or Merger Sub to consummate the transactions so contemplated. This Agreement has been and all other agreements and instruments executed in connection herewith or delivered pursuant hereto (including the Parent Written Consent) have been, or will be, duly and validly executed and delivered by Parent each of the Parents and Merger Sub 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 (other than Parents, Merger Sub and any of their affiliates other than Genco Holdings and its controlled affiliates), constitutes, or will constitute when executed, a valid and binding agreement of the Company, constitutes the valid and binding agreement of such Parent and Merger Sub, enforceable against such Parent and Merger Sub in accordance with its terms, subject, as except that (a) enforcement may be subject to enforceability, to any bankruptcy, insolvency, reorganization and reorganization, moratorium, fraudulent transfer or other laws of general applicability laws, now or hereafter in effect, relating to or affecting limiting creditors' ’ rights generally, and (b) enforcement of this Agreement, including, among other things, the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to general principles the discretion of equitythe court before which any proceeding therefor may be brought. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not engaged in any business or conducted any operations other than in connection with the transaction contemplated hereby.

Authority Relative to this Agreement. (a) The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements (to which the Company is a party), Non-Compete Agreements and the Key Employee Agreements and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby (other than the approval and adoption of this Agreement, the Merger, the Ancillary Agreements and the other transactions contemplated hereby and thereby by the stockholders of the Company in accordance with Delaware Law and the Company Certificate of Incorporation (the "Company Stockholders' Proposal")). The board execution and delivery 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 Ancillary Agreements by the Company and the consummation by Parent the Company of the transactions contemplated hereby and has recommended that thereby have been duly and validly authorized by all necessary corporate action on the stockholders part of Parent approve the Merger Company, 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 no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubCompany Stockholders' Proposal. This Agreement has been been, and the Ancillary Agreements will be, duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement constitutes and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding agreement obligations of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its their respective terms, subject, except as to enforceability, to enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other laws Laws of general applicability relating to or application affecting the enforcement of creditors' rights generally now or hereafter in effect and to (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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 at the Closing be a party, to perform its obligations hereunder and thereunder and, subject to receiving the Requisite Approval, to consummate the transactions contemplated herebyTransactions. The board execution and delivery by the Company of directors of Parent has declared the Merger this Agreement and the related issuance other Transaction Documents to which it is or will at the Closing be a party, the performance by the Company of Parent Shares advisable, has its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly and validly authorized this Agreement by all necessary corporate action, 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 no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than, other than the approval of the issuance of the Parent Shares pursuant with respect 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 Requisite Approval, which the transactions contemplated hereby. This Agreement Written Consent shall satisfy, and the consummation by Parent filing and Merger Sub recordation of the transactions contemplated hereby have been duly and validly authorized appropriate merger documents as required by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubDGCL). This Agreement has been been, and the other Transaction Documents to which the Company is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement the 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 Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws Laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would constitute the Requisite Approval and no additional approval or affecting creditors' rights vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions. The Company Board Approval is sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to general principles the Merger, this Agreement, any Stockholder Support Agreement, any Ancillary Agreement or any of equitythe other Transactions. No other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. The board Each of directors of Merger Sub has approved this Agreement the Fund and declared it OCP have full right, power, authority and the Merger to be advisable, and Merger Sub has the requisite corporate power and authority capacity to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform their respective obligations hereunder. The board Nominee Company has full right, power, authority and capacity to execute and deliver the documents to be executed and/or delivered at Closing by the Nominee Company (“Nominee Agreements”). The execution, delivery and performance 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 Nominee Agreements at Closing have been duly authorized by all necessary corporate actions or proceedings on the part of the Nominee Company, the Fund and OCP, and no further acts or proceedings on the part of the Nominee Company, the Fund or OCP are necessary under the organizational documents of the Nominee Company, the Fund or OCP, or by law or otherwise to authorize the execution and delivery by the Fund and OCP of this Agreement or the execution and delivery by the Nominee Company of the Nominee Agreements, the performance by the Nominee Company, the Fund and OCP of their respective obligations hereunder and thereunder and the consummation by Parent the Nominee Company, the Fund and OCP 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 herebythereunder. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly Nominee Agreements constitute (or will constitute when executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes or delivered) the valid and legally binding agreement obligations of the Nominee Company, constitutes the valid Fund and binding agreement of Parent and Merger Sub, OCP enforceable against Parent and Merger Sub in accordance with its their respective terms. OCP has been appointed as the manager of the Fund to manage the Fund’s investments in InfoBasis. OCP has authority to execute, subjectdeliver and perform all contracts and undertakings and engage in all activities and transactions in the name and on behalf of the Fund. OCP has irrevocable power and authority to transact and enter into and execute this Agreement, as any Nominee Agreement and any Related Agreement on behalf of the Fund including the sale of the Shares held by the Nominee Company (and any interest in any such Shares) to enforceabilityBuyer. OCP’s directors and company secretary are authorised to sign the Agreement, to bankruptcy, insolvency, reorganization any Nominee Agreement and other laws any Related Agreement on behalf of general applicability relating to or affecting creditors' rights and to general principles of equitythe Fund.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and 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. The board execution, delivery and performance of directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement by the Company 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 Merger Sub Company of the transactions contemplated hereby have been duly and validly authorized by the boards Board of directors Directors of Parent the Company (the "COMPANY BOARD") and the holders of all outstanding shares of the Company Common Stock have approved this Agreement and the Merger Sub by written consent pursuant to Section 5.1 hereof and, other than the filing and recordation of appropriate merger documents as required by Parent as the sole stockholder DGCL or the CCC, no other corporate proceedings on the part of Merger Subthe Company are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement the due authorization, execution and delivery hereof by the Parent and the Purchaser, constitutes the a legal, valid and binding agreement obligation of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as such enforcement is subject to enforceability, to the effect of (i) any applicable bankruptcy, insolvency, reorganization and other or similar laws of general applicability relating to or affecting creditors' rights generally, and to (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law). The Company Board by unanimous written consent has (i) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, (iii) resolved to recommend approval and adoption of this Agreement and Merger by the Company's stockholders and (iv) directed that this Agreement be submitted to the Company's stockholders. The Merger has been authorized by the written consent of all of the outstanding shares of the Company Common Stock, pursuant to Section 5.1 hereof.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the Amalgamation Agreement and to consummate the Amalgamation and the other transactions contemplated herebyby this Agreement and the Amalgamation Agreement, subject only to the approval of this Agreement, the Amalgamation and the Amalgamation Agreement required by Section 106 of the Companies Act (the "Required Company Vote"). The board Board of directors Directors of Parent has declared the Merger and the related issuance of Parent Shares advisable, Company has duly and validly authorized the execution, delivery and performance by the Company of this Agreement and the Amalgamation Agreement and approved the consummation by Parent the Company of the Amalgamation and the other transactions contemplated hereby by this Agreement and the Amalgamation Agreement, and has (i) taken all corporate actions required to be taken by it for the execution, delivery and performance of this Agreement and the Amalgamation Agreement and the consummation of the Amalgamation and the other transactions contemplated by this Agreement and the Amalgamation Agreement, (ii) by unanimous resolution approved and declared advisable, and in the best interests of the Company, the Amalgamation, this Agreement, the Amalgamation Agreement and the other transactions contemplated by this Agreement and the Amalgamation Agreement and (iii) unanimously recommended that the stockholders shareholders of Parent the Company approve and adopt the Merger Amalgamation, this Agreement, the Amalgamation Agreement and the related issuance of shares of Parent Common Stock and Parent has the requisite corporate power and authority to execute and deliver other transactions contemplated by this Agreement and to consummate the transactions contemplated herebyAmalgamation Agreement. No other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or the Amalgamation Agreement or to consummate the Amalgamation and the other transactions contemplated herebyby this Agreement and the Amalgamation Agreement, 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubRequired Company Vote. This Agreement has been and the Amalgamation Agreement will be duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent and Merger Sub andAmalgamation Sub) constitutes and will constitute a valid, assuming this Agreement constitutes the valid legal and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its their terms, subject, as subject to enforceability, to applicable bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other laws of general applicability similar Laws relating to or affecting creditors' rights generally and to general equity principles of equity(whether considered in a proceeding in equity or at law).

Authority Relative to this Agreement. The board Each of directors Xxxxxx and each subsidiary of Merger Sub Xxxxxx which is a party to any of the Ancillary Agreements (each such subsidiary, a "Contracting Subsidiary") has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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 (including, without limitation, the Transactions) contemplated herebyherein and therein (but only to the extent it is a party thereto). The board execution and delivery of directors of Parent has declared the Merger this Agreement by Xxxxxx have been, and the related issuance execution and delivery of Parent Shares advisablethe Ancillary Agreements by Xxxxxx and each Contracting Subsidiary (to the extent it is a party thereto) will be, 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 thereby have been or will be, duly and the related issuance of shares of Parent Common Stock validly authorized by all necessary corporate action and Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No no other corporate proceedings on the part of Parent Xxxxxx or any Contracting Subsidiary (to the extent it is a party thereto) are necessary to authorize this Agreement or to consummate such transactions (other than (a) the approval of this Agreement, the Merger and the transactions contemplated hereby, other than by the approval of the issuance of the Parent Shares pursuant to this Distribution Agreement by the stockholders of Parent in accordance with the rules and regulations of the NNM. The affirmative vote of the holders stockholders of Xxxxxx holding a majority in interest of the stock present or represented issued and outstanding Xxxxxx Shares and (b) actions to be taken by proxy at the Parent Stockholders Meeting, provided a quorum is present, is sufficient for Parent's stockholders to approve the issuance Boards of shares Directors of Parent Common Stock Xxxxxx and certain Contracting Subsidiaries in connection with the Mergermatters contemplated by the Ancillary Agreements, and no other approval of any holder of any securities of Parent is required which actions described in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been clause (b) above will be duly and validly authorized by taken prior to the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubEffective Time). This Agreement has been been, and each of the Ancillary Agreements will be, prior to the Effective Time, duly authorized and validly executed and delivered by Parent Xxxxxx and Merger Sub andeach Contracting Subsidiary (to the extent it is a party thereto) and constitutes, assuming this Agreement constitutes or will constitute, the legal, valid and binding agreement obligation of Xxxxxx and each Contracting Subsidiary (to the Company, constitutes the valid and binding agreement of Parent and Merger Subextent it is a party thereto), enforceable against Parent Xxxxxx and Merger Sub each Contracting Subsidiary (to the extent it is a party thereto) in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization . Xxxxxx has taken all appropriate actions so that the restrictions on business combinations contained in Section 23-1-43-18 of the Indiana Law and other laws Article Eighth of general applicability relating the Xxxxxx Restated Articles of Incorporation will not apply with respect to or affecting creditors' rights and to general principles as a result of equitythe Transactions.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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 obtaining the necessary approvals of the Company shareholders, to consummate the transactions contemplated herebyMerger. The board execution and delivery of directors this Agreement by the Company and the consummation by the Company of Parent has declared the Merger and the related issuance of Parent Shares advisable, has other transactions contemplated by this Agreement have been duly and validly authorized this Agreement by all necessary corporate action 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 no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby, by this Agreement (other than the approval of the issuance of the Parent Shares pursuant to this Agreement (including the principal terms hereof) and the Merger by the stockholders of Parent Company shareholders as described 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 Section 3.16 hereof and the consummation by Parent filing and Merger Sub recordation of the transactions contemplated hereby have been duly and validly authorized appropriate merger documents as required by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubCGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of the Company, constitutes the valid and binding agreement of delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws the effect of general applicability relating to or affecting creditors' rights and to general principles of equity. Without limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) determined that the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, the Company and its shareholders, (ii) approved the Company Charter Amendment, this Agreement (including the principal terms hereof), the Merger and the other transactions contemplated hereby in accordance with the provisions of the CGCL and the Company's charter documents, and (iii) directed that the Company Charter Amendment, this Agreement and the Merger be submitted to the Company shareholders for their approval and (iv) resolved to recommend that the Company shareholders vote in favor of the approval of the Company Charter Amendment, this Agreement (including the principal terms hereof) and the Merger.

Authority Relative to this Agreement. The board of directors of Merger Sub Company has approved this Agreement and declared it and the Merger to be advisable, and Merger Sub 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 at the Closing be a party, to perform its obligations hereunder and thereunder and, subject to receiving the Company Shareholder Approvals, to consummate the transactions contemplated herebyTransactions. The board execution and delivery by the Company of directors of Parent has declared the Merger this Agreement and the related issuance other Transaction Documents to which it is or will at the Closing be a party, the performance by the Company of Parent Shares advisable, has its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly and validly authorized this Agreement by all necessary limited liability company action, 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 no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, Transactions (other than the approval filing and recordation of the issuance of the Parent Shares pursuant to this Agreement appropriate merger documents as required 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 Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger SubGBCC). This Agreement has been been, and the other Transaction Documents to which the Company is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement the 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 Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board Approval and Company Shareholder Approvals are sufficient so that the restrictions on business combinations set forth in Section 14-2-1302 of the GBCC shall not apply to the Merger, this Agreement, the Lock-Up Agreements, any other Ancillary Agreement or affecting creditors' rights and any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.