Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated hereby and thereby. 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 the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 Company Each of Parent and Newco has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this This Agreement and the Tender and Voting Agreement by the Company and the consummation by the Company Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board respective Boards of Directors of Parent and Newco and by Parent as the Company sole stockholder of Newco, and, except for (i) the affirmative vote of a majority of the votes represented by shares of Parent Common Stock cast (whether in person or by proxy) at the stockholders meeting of Parent contemplated by Section 6.7(b) of this Agreement (provided that the total vote cast on the proposal to approve the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement represents a majority in interest of all securities of Parent entitled to vote on such proposal) and (ii) the affirmative vote of the holders of 66 2/3% of the shares of Parent Common Stock outstanding with respect to a proposal to amend Parent's Certificate of Incorporation to increase the number of shares of Parent Common Stock which Parent is authorized to issue to 150,000,000 (such amendment is referred to hereinafter as the "Charter Amendment"), no other corporate proceedings on the part of the Company Parent and Newco are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)hereby. This Agreement has been duly and validly executed and delivered by the Company each of Parent and Newco and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and constitutes the Purchaser, constitutes valid and binding obligation agreement of the Company Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against the Company each of them in accordance with its terms, except that such enforceability (i) the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws now or hereafter in effect relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (iib) is subject to general principles of equity and any implied covenant (regardless of good faith and fair dealing. The Board of Directors of the Company has, whether enforceability is considered in a proceeding 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 law 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 itin equity).

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and and, subject to approval of this Agreement by the Tender and Voting Agreement and holders of two-thirds of the outstanding Shares in accordance with the MBCL, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this 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 the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the holders of a majority two-thirds of the outstanding Shares to in accordance with the extent required by the Company's Restated Certificate of Incorporation and by applicable lawMBCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and constitutes the Purchaser, constitutes valid and binding obligation agreement of Parent and Newco, constitutes the valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws now or hereafter in effect relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (iib) is subject to general principles of equity and any implied covenant (regardless of good faith and fair dealingwhether enforceability is considered in a proceeding in equity or at law). The Board 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 Directors 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 hasby 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, at 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 Board Meeting, approved and adopted each Company Subsidiary has taken all action so that the entering into of this Agreement, Agreement and the Offer, the Merger, the Tender and Textron Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders consummation 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 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 Shareholders at the Special Meeting (if required to consummate the Merger) if the Purchaser purchases Shares pursuant to the Offer whether Articles of Organization or not the Board Articles or Certificate of Directors Incorporation, By-Laws or other governing instruments of the Company determines at or any time subsequent 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 Board Meeting or any Company Subsidiary that this Agreement no longer advisable and recommends that Shareholders reject itmay 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 Company board of directors of Merger Sub has all necessary 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 Tender transactions contemplated hereby. The board of directors of Parent has declared the Merger and Voting 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 and therebyhereby. 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 No other corporate proceedings on the part of the Company Parent are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (hereby, other than, with respect to the Merger, than the approval and adoption of the Merger and 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 outstanding Shares 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 extent 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 Company's Restated Certificate boards of Incorporation directors of Parent and Merger Sub and by applicable law)Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and constitutes the Purchaser, constitutes valid and binding obligation agreement of the Company Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except that such enforceability (i) may be limited by subject, as to enforceability, to bankruptcy, insolvency, moratorium or reorganization and other similar laws affecting or of general applicability relating to the enforcement of or affecting creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itequity.

Authority Relative to this Agreement. The Company ETP has all necessary corporate full limited partnership power and authority to execute and deliver this Agreement and the Tender other agreements, documents and Voting Agreement instruments to be executed and delivered by it in connection with this Agreement, including the CCE Acquisition Agreement, and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the Tender other agreements, documents and Voting instruments to be executed and delivered in connection with this Agreement by (including the Company CCE Acquisition Agreement) and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all the Board necessary action on the part of Directors of the Company ETP, and no other corporate proceedings on the part of the Company ETP are necessary to authorize or approve this Agreement or and the Tender other agreements, documents and Voting instruments to be executed and delivered in connection with this Agreement (including the CCE Acquisition Agreement) or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)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 ETP, and assuming that this Agreement, the Company andCCE Acquisition Agreement and the other agreements, assuming the due documents and valid authorization, execution instruments to be executed and delivery of delivered in connection with this Agreement by Parent and the PurchaserCCE Acquisition Agreement constitute legal, constitutes valid and binding obligation agreements of the Company other parties thereto are (in the case of this Agreement) or will be as of the Closing Date (in the case of the other agreements, documents and instruments to be executed and delivered in connection with this Agreement), enforceable against the Company ETP in accordance with its their respective terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally (the "Bankruptcy Exceptions") and (ii) is subject to or general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itequity.

Authority Relative to this Agreement. The Company Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by Parent and the Tender and Voting Agreement by the Company Merger Sub and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and approved by the Board of Directors of the Company Merger Sub, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby Transactions (other than, with respect to the MergerShare Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval and adoption of the Merger Share Issuance, the New Stock Option Plans Adoption and this Agreement the Parent Board Changes by holders of a majority of the outstanding Shares votes cast with respect to the extent Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the Company's Restated Certificate of Incorporation and by applicable lawDGCL). This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaserother parties hereto, constitutes a legal, valid and binding obligation of the Company each of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws 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 such enforceability (i) may be limited no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by bankruptcy, insolvency, moratorium persons acting in concert with him) that carry 30% or other similar laws affecting or relating to more of the enforcement voting rights of creditors' rights generally (the "Bankruptcy Exceptions") Parent; and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the Company hasvoting rights of Parent, at 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 Company Board Meetingvoting rights of Parent, 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 in each case as a result of Shares or pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and or 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 itTransactions.

Authority Relative to this Agreement. The Company has 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 Tender and Voting Agreement and Company’s stockholders in connection with the consummation of the Merger, to consummate the transactions contemplated hereby and therebyby this Agreement. 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 by this Agreement 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 the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate ’s certificate of Incorporation incorporation and by applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution execution, and delivery of this Agreement by the Parent and the Purchaser, constitutes a legally valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (ia) may be limited by bankruptcy, insolvency, moratorium moratorium, or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally (the "Bankruptcy Exceptions") and (iib) is subject to general principles of equity and any implied covenant of good faith and fair dealingequity. The Board of Directors of the Company hasBoard, at a meeting duly called and held, has taken all actions necessary under the Company Board MeetingDGCL, approved and adopted this Agreement, including approving the Offer, the Merger, the Tender and Voting Agreement this Agreement, and the other transactions contemplated hereby and thereby, which approval the Board has determined is sufficient so that the Offer Price to be received by restrictions set forth in Section 203 of the holders of Shares pursuant DGCL do not, and will not, apply to the Offer and Parent or the Merger is fair to Purchaser in connection with the Shareholders, recommended that proposed business combination with the Shareholders approve and adopt this Agreement, the Merger and the other transactions Company 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 itthereby.

Authority Relative to this Agreement. The Each of the Company and each Company Subsidiary which is a party to any of the Ancillary Agreements (each such subsidiary, a "CONTRACTING SUBSIDIARY") has all necessary full corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Ancillary Agreements and to consummate the transactions contemplated hereby and therebythereby (but only to the extent it is a party thereto). The execution and delivery of this Agreement and the Tender and Voting Agreement by the Company and of the consummation Ancillary Agreements by the Company and each Contracting Subsidiary (to the extent it is a party thereto) and the consummation of the transactions contemplated hereby and thereby have been been, or with respect to Contracting Subsidiaries will be prior to the Record Date, duly and validly authorized and approved by the Board Boards of Directors of the Company and each Contracting Subsidiary (to the extent it is a party thereto) and no other corporate proceedings on the part of the Company are 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 or approve this Agreement or the Tender and Voting Agreement Ancillary Agreements or to consummate the transactions contemplated hereby or thereby (other than, than (a) with respect to the Merger, the approval and adoption of the Merger and this Agreement by the holders of a majority the requisite number of the outstanding Shares to and (b) the extent required establishment of the Record Date and the Distribution Date (each as defined in the Distribution Agreement) by the Board of Directors of the Company's Restated Certificate of Incorporation and by applicable law). 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, assuming and each Contracting Subsidiary (to the due extent it is a party thereto) and valid authorization, execution and delivery constitute or (to the extent such agreement is not being entered into as of this Agreement by Parent and the Purchaser, constitutes date hereof) will constitute a valid and binding obligation 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, terms except to the extent that such enforceability (i) enforcement thereof may be limited by (a) bankruptcy, insolvency, moratorium reorganization, moratorium, fraudulent conveyance or other similar laws affecting laws, now or hereafter in effect, relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (iib) is subject to general principles of equity and any implied covenant (regardless of good faith and fair dealingwhether enforceability is considered in a proceeding at law or in equity). The Board affirmative vote 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 two-thirds of the Shares, determined on a fully-diluted basis, is the only vote of the holders of any class or series of Company capital stock necessary to 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. SECTION 4.4.

Authority Relative to this Agreement. The Company Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement by each of Parent and the Tender and Voting Agreement by the Company Purchaser and the consummation by the Company each of Parent and Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and approved by the Board of Directors of the Company Purchaser and no other corporate proceedings on the part of the Company Parent or Purchaser are necessary to authorize or approve this Agreement or to consummate the Tender 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 Voting 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 or thereby (other thanhereby, with respect including the issuance of the shares of Parent Common Stock in the Merger pursuant to this Agreement. Prior to the MergerEffective Time, the approval Board of Directors of Parent, or an appropriate committee of non-employee directors thereof, will have adopted a resolution consistent with the interpretive guidance of the SEC so that the acquisition by any officer or director of the Company who may become a covered person of Parent for purposes of Section 16 of the Exchange Act and adoption the rules and regulations thereunder ("Section 16") of shares of Parent Common Stock or options to acquire Parent Common Stock pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16. The 33 29 Board of Directors of Parent by resolutions duly adopted by a unanimous vote of the directors present at a meeting duly called and held and not subsequently rescinded or modified in any way has duly (A) approved and adopted this Agreement and the transactions contemplated hereby (including but not limited to the Offer, the Merger and the Charter Amendment), (B) determined that this Agreement by holders 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 a majority Parent and (C) resolved to recommend that the stockholders of Parent vote in favor of the outstanding Shares to matters described in the extent required by the Company's Restated Certificate of Incorporation and by applicable law)second preceding sentence. This Agreement has been duly and validly executed and delivered by the Company Parent and Purchaser and, assuming the due and valid authorization, execution and delivery of this Agreement hereof by Parent and the PurchaserCompany, constitutes a legal, valid and binding obligation of the Company each of Parent and Purchaser enforceable against the Company Parent and Purchaser in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 Company has ------------------------------------ all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby hereby, subject in the case of the Merger, to the adoption of this Agreement and therebyapproval of the Merger by the stockholders of the Company to the extent so required by the Delaware Law. The execution Board, at a meeting duly called and held on February 28, 1999, (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the transactions contemplated by the Stockholder Agreement and (iii) recommended in satisfaction of all applicable requirements for Board action under Section 251 of the Delaware Law in order for the Merger to be validly approved that the stockholders of the Company accept the Offer, tender their Shares thereunder and, to the extent required by applicable law, approve and adopt this Agreement and the Merger. Such approvals constitute all Board action required to be taken in connection with this Agreement, the Merger and the other transactions contemplated hereby by Section 251 of the Delaware Law in order for the Merger to be validly approved. The execution, delivery and performance of this Agreement and the 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 the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions so contemplated hereby or thereby (other thanthan and only to the extent required by Delaware Law, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the holders of a majority of the outstanding Shares and the filing of the Certificate of Merger). The Board has taken all action necessary with respect to the extent required transactions contemplated hereby and by the Company's Restated Certificate Stockholder Agreement so as to render inapplicable to such transactions, including, without limitation, the Merger and the purchase of Incorporation and by applicable law)Shares pursuant to the Stockholder Agreement, the restrictions on business combinations contained in Section 203 of the Delaware Law. This Agreement has been duly and validly executed and delivered by the Company and, assuming it constitutes a valid and binding agreement of the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaserother parties hereto, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that as such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting or relating to the enforcement or affecting creditors generally, or by general equity principles (regardless of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) whether such enforceability is subject to general principles of considered in a proceeding in equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, or 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 itlaw).

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to execute execute, deliver and deliver perform this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated hereby hereby. This Agreement has been duly and thereby. The execution validly approved by the Board, and the execution, delivery and performance 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 and, except for the approval of the Company and Merger by the holders of at least a majority of the Shares in accordance with the DGCL, no other corporate proceedings actions on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby, including the acquisition of Shares pursuant to the Offer and the Merger. The Company has taken all actions necessary to render the prohibitions of Section 203 of the DGCL and the provisions of Article EIGHTH of the Certificate of Incorporation to be inapplicable to the execution and delivery of this Agreement and the Stockholder Tender Agreement and the transactions contemplated hereby and thereby, including the acquisition of the Shares pursuant to the Offer and the Merger. To the knowledge of the Company, no other "fair price", "merger moratorium", "control share acquisition" or thereby (other than, with respect anti-takeover statute or similar statute or regulation applies or purports to apply to the Merger, the approval and adoption this Agreement or any of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser, constitutes a valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability (i) may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (as at the "Bankruptcy Exceptions") time in effect and (ii) is subject to by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, or 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 itlaw.

Authority Relative to this Agreement. The Company Each of Laser and Laser Merger Sub has all necessary the corporate power and authority to execute and deliver this Agreement and and, if a party thereto, the Tender and Voting Agreement Registration Rights Agreement, to perform its obligations hereunder and, if a party thereto, thereunder and to consummate the transactions contemplated hereby and and, if a party thereto, thereby. The execution execution, delivery and delivery performance of this Agreement and the Tender Registration Rights Agreement, and Voting Agreement the consummation of the transactions contemplated hereby, 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 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 the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)thereby. This Agreement has been duly and validly executed and delivered by Laser and Laser Merger Sub and constitutes the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes valid and binding obligation of Laser and Laser Merger Sub, assuming it is the Company valid and binding obligation of Parent Holdings and Holdings, enforceable against the Company Laser and Laser Merger Sub in accordance with its terms, except that such enforceability (i) enforcement may be limited by subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is other forms of equitable relief may be subject to general principles of equity equitable defenses and any implied covenant of good faith and fair dealing. The Board of Directors the discretion of the Company has, at court before which any proceedings therefore may be brought. Prior to the Company Board Meeting, approved and adopted this AgreementHoldings Effective Time, the OfferRegistra- tion Rights Agreement will have been duly executed and delivered by Laser and, assuming that it constitutes the Mergervalid and binding agreement of Parent Holdings, will constitute the Tender valid and Voting Agreement binding obligation of Laser enforceable against Laser in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors' rights generally and the remedy of specific performance and injunctive and other transactions contemplated hereby forms of equitable relief may be subject to equitable defenses 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 discretion of the Company determines at court before which any time subsequent to the Company Board Meeting that this Agreement no longer advisable and recommends that Shareholders reject itproceedings therefor may be brought.

Authority Relative to this Agreement. The Company has 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 the Tender and Voting Agreement applicable Nasdaq rules, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Tender and Voting Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors unanimous vote of the Company board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the Merger and the other transactions so contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and adoption of this Agreement by the requisite vote of the Company's stockholders the DGCL, the Company's Bylaws and applicable Nasdaq rules, and the filing and recordation of appropriate merger documents as required by the DGCL). The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding Shares to on the extent required by record date for the Company Stockholder's Meeting is the only vote of the holders of any class or series of the Company's Restated Certificate of Incorporation capital stock necessary to approve the Merger and by applicable law)adopt this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserCompany, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) except as enforcement thereof is subject to general principles of equity and any implied covenant (regardless of good faith and fair dealing. The Board of Directors of the Company has, whether enforcement is considered in a proceeding in equity or 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 itlaw).

Authority Relative to this Agreement. The Company Subject to the receipt of the PN15 Approval, the NetDragon Shareholder Approval and the eLMTree Approvals, each eLMTree Party has all necessary requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the Tender other Transaction Agreements to which it is a party, and Voting Agreement each ancillary document that such eLMTree Party has executed or delivered or is to execute or deliver pursuant to this Agreement; and (b) carry out such eLMTree Party’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyapplicable Transactions (including the Merger). The execution and delivery by each eLMTree Party of this Agreement and the Tender and Voting Agreement by other Transaction Agreements to which it is a party and, following the Company and receipt of the NetDragon Shareholder Approval, the consummation by the Company such eLMTree Party of the transactions contemplated hereby and thereby applicable Transactions (including the Merger) have been or will be duly and validly authorized and approved by all requisite action on the Board part of Directors of the Company such eLMTree Party, and no other corporate proceedings on the part of the Company such eLMTree Party are necessary to authorize or approve this Agreement or the Tender and Voting Agreement other Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)Transactions. This Agreement has and the other Transaction Agreements to which it is a party have been duly and validly executed and delivered by the Company each eLMTree Party and, assuming the due and valid authorization, execution and delivery of this Agreement hereof and thereof by Parent and the Purchaserother Parties, constitutes valid constitute the legal and binding obligation obligations of the Company such eLMTree Party, enforceable against the Company such eLMTree Party in accordance with its their terms, except that such insofar as enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally (or by principles governing the "Bankruptcy Exceptions") and (ii) is subject to general principles availability of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itequitable remedies.

Authority Relative to this Agreement. The Company Buyer has all necessary corporate full limited liability company power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and or thereby. The execution and delivery of this Agreement and the Tender and Voting Agreement by the Company Ancillary Agreements and the consummation by the Company of the transactions contemplated hereby and thereby or thereby, have been duly and validly authorized and approved by all necessary limited liability company action required on the Board part of Directors of the Company Buyer and no other corporate limited liability company proceedings on the part of the Company Buyer are necessary to authorize or approve this Agreement or and the Tender and Voting Agreement Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)thereby. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Buyer, or, if applicable, will be duly and validly executed and delivered by Buyer at or prior to the Company and, Closing and assuming the due and valid authorization, execution and delivery of that this Agreement by Parent and the Purchaser, constitutes each such Ancillary Agreement constitute or will constitute at Closing valid and binding obligation agreements of Seller, and subject to the Company receipt of Buyer's Required Regulatory Approvals and Seller's Required Regulatory Approvals, constitute valid and binding agreements of Buyer, enforceable against the Company Buyer in accordance with its their respective terms, except that such enforceability (i) may be limited by subject to applicable bankruptcy, reorganization, insolvency, moratorium or moratorium, and other similar laws Laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, (whether considered in a proceeding 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 law 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 itin equity).

Authority Relative to this Agreement. The Company has 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 Tender Closing and Voting Agreement (ii) to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Company of this Agreement and each instrument required hereby to be executed and delivered at the Tender and Voting Agreement Closing 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 all necessary corporate proceedings action on the part of the Company are necessary Company, subject only to authorize or approve the approval of this Agreement or and the Tender and Voting Agreement or to consummate Merger by the transactions contemplated hereby or thereby (other than, with respect to Company’s stockholders by the Merger, the approval and adoption affirmative vote of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent shares of Company Common Stock as required by the Company's Restated Certificate of Incorporation GCL and by applicable law)the Company Charter. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserMerger Sub, constitutes the legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except that as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to the enforcement of 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 "Bankruptcy Exceptions") and (ii) is subject to general principles date of equity and any implied covenant of good faith and fair dealing. The this Agreement, the Board of Directors of the Company hashas unanimously determined that it is fair to, at and advisable and in the best interests of, the Company’s stockholders for the Company Board Meeting, approved to enter into a business combination with Parent upon the terms and adopted subject to the conditions of 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, has unanimously recommended that the Shareholders 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 and tender their Shares pursuant to by 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 Company’s Board of Directors under the provisions of Section 203 of the Company determines at any time subsequent GCL such that Section 203 of the GCL does not apply to the Company Board Meeting that 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 longer advisable and recommends that Shareholders reject itother 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 Company Each of the Purchaser and the Guarantor has all necessary 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 obtaining the Tender Interim Order, the Final Order and Voting Agreement the Required Approval) to perform its obligations hereunder and thereunder and to consummate complete the transactions contemplated hereby hereunder and therebythereunder. The execution and delivery of this Agreement and the Tender any other agreements and Voting Agreement by the Company documents contemplated hereunder and the consummation performance by the Company each of the transactions contemplated hereby Purchaser and thereby the Guarantor of its obligations hereunder and thereunder have been duly and validly authorized and approved by all necessary corporate action on the Board part of Directors each of the Company Purchaser and the Guarantor and no other corporate proceedings on the part of the Company Purchaser and the Guarantor are necessary to authorize or approve the execution and delivery by it of this Agreement or and any other agreements and documents contemplated hereunder or, subject to obtaining the Tender Required Approval, the Interim Order and Voting Agreement or to consummate the Final Order, the completion by the Purchaser and the Guarantor of the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent Purchaser and the PurchaserGuarantor and constitutes a legal, constitutes valid and binding obligation of the Company Purchaser and the Guarantor enforceable against the Company Purchaser and the Guarantor in accordance with its terms, except that such enforceability (i) may be limited by subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or and other similar laws affecting or Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors' ’ rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith public policy 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 qualification that equitable remedies such as specific performance and injunction may be granted only in 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 discretion 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 a court 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 itcompetent jurisdiction.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement and, subject to obtaining any necessary stockholder approval of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. 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 all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions so contemplated hereby or thereby (other than, with respect to the Merger, than the approval and adoption of the Merger and 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 extent Company Stockholders’ Meeting (as defined below) which constitutes the only stockholder approval required by for consummation of the Merger). The board of directors of the Company and the special committee of the board of directors of the Company appointed to evaluate the Merger (the “Special Committee”) have determined that it is advisable and in the best interest of the Company's Restated Certificate of Incorporation ’s stockholders for the Company to enter into the transactions contemplated hereby and by applicable law)has recommended that the Company’s stockholders approve this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent Brynwood and the PurchaserLincoln Acquisition constitutes a legal, constitutes valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability terms subject to (i) may be limited by the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting or relating to the enforcement of creditors' ’ rights generally (the "Bankruptcy Exceptions") and generally, (ii) is 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 equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itpublic policy.

Authority Relative to this Agreement. The Company has all necessary Palatin and Merger Subsidiary have the corporate power and authority to execute and deliver enter into this Agreement and, subject to approval of this Agreement by the holders of Palatin Common Stock and Series A Convertible Preferred Stock and by the Tender holder of all of Merger Subsidiary's issued and Voting Agreement and outstanding common stock (the "Sole Shareholder"), to consummate the transactions contemplated hereby Merger and therebyto perform its obligations hereunder. 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 authorized by Palatin's and validly authorized and approved by the Merger Subsidiary's Board of Directors Directors. This Agreement constitutes a valid and legally binding obligation of Palatin and Merger Subsidiary enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the Company 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 the Company Palatin and Merger Subsidiary are necessary to authorize or approve this Agreement and the transactions contemplated hereby. Except as set forth in Section 5.4 of the Palatin Disclosure Schedule or the Tender Palatin SEC Reports, Palatin and Voting Agreement 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 consummate 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 thereby (other thanin compliance, with respect to the Mergerprovisions 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 adoption Merger Subsidiary of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and therebyhereby, determined that other than filings, registrations, authorizations, consents or approvals the Offer Price failure of which to be received by make or obtain would not have a Palatin Material Adverse Effect or prevent the holders consummation 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 ithereby.

Authority Relative to this Agreement. The Company Stel has all necessary full corporate power and authority to (i) execute and deliver this Agreement Agreement, (ii) execute and deliver the Tender Stock Option Agreement, (iii) execute and Voting Agreement and to deliver the Technology Option Agreement, (iv) consummate the transactions contemplated hereby by the Stock Option Agreement and therebyTechnology 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 execution and delivery of this Agreement, the Stock Option Agreement and the Tender and Voting Agreement by the Company Technology Option Agreement, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby thereby, have been duly and validly authorized and approved by the Board of Directors unanimous vote of the Company board of directors of Stel, and no other corporate proceedings on the part of the Company Stel are necessary to authorize or approve this Agreement, the Stock Option Agreement or and the Tender and Voting Technology Option Agreement or to consummate the Merger and the other transactions contemplated hereby or and thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to shares of Stel Common Stock at the extent required by Stel Special Meeting or any adjournment or postponement thereof in accordance with the Company's Restated Certificate of Incorporation and by applicable lawDelaware Law). This Each of this Agreement, the Stock Option Agreement and the Technology Option Agreement has been duly and validly executed and delivered by the Company Stel and, assuming the due and valid authorization, execution and delivery by Newbridge and, in the case of this Agreement Agreement, by Parent and the PurchaserMerger Sub, constitutes a valid and binding obligation agreement of the Company Stel, enforceable against the Company Stel in accordance with its terms, except to the extent that such its enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to or by general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itequitable principles.

Authority Relative to this Agreement. The Company Each of 3Dfx and Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Tender STB Option Agreement, and Voting Agreement 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 hereby and thereby. The execution and delivery of this Agreement and the Tender and Voting STB Option Agreement by the Company 3Dfx and Sub and the consummation by the Company 3Dfx and Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of 3Dfx and approved by the Board of Directors of the Company Sub and no other corporate proceedings on the part of the Company 3Dfx or Sub are necessary to authorize or approve this Agreement or and the Tender and Voting Agreement STB Option Agreement, or to consummate the transactions so contemplated hereby or thereby (other than, than with respect to the Merger, the approval and adoption of by the Merger and this Agreement by holders of a majority of the outstanding Shares to shares of 3Dfx Common Stock of the extent required by issuance of 3Dfx Common Stock in the CompanyMerger in accordance with the applicable rules of Nasdaq and 3Dfx's Restated Certificate Articles of Incorporation and by applicable lawBylaws). This Agreement has and the STB Option Agreement have been duly and validly executed and delivered by the Company 3Dfx and Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserSTB, constitutes valid constitute legal and binding obligation obligations of the Company 3Dfx and Sub, enforceable against the Company 3Dfx and Sub in accordance with its their respective terms, except that such enforceability subject to (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' creditors rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles the availability of equity injunctive relief 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 itequitable remedies.

Authority Relative to this Agreement. The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby hereby. Subject to approval by the holders of the Parent Common Stock at the Parent Shareholder’ Meeting, as contemplated below, the execution, delivery and thereby. The execution and delivery performance of this Agreement by Parent and the Tender and Voting Agreement by the Company Merger Sub and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized and approved by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby by this Agreement (other than, with respect to the Merger, the approval filing and adoption recordation of appropriate merger documents as required by Applicable Corporate Law). The Parent Board, by resolutions duly adopted by a requisite vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or through an action by written consent has duly determined that this Agreement and the Merger are fair to and in the best interests of the Parent and its shareholders, and approved this Agreement and the Merger. The board of directors of Merger Sub, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or through an action by written consent has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Merger Sub and its sole shareholder, (ii) approved this Agreement and the Merger and declared their advisability, and (iii) recommended that its sole shareholder approve and adopt this Agreement and approve the Merger and directed that this Agreement and the transactions contemplated hereby be submitted for consideration by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)its sole shareholder. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserCompany, constitutes a legal, valid and binding obligation of the Company each of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except that such enforceability (i) may be limited by subject only to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws affecting or of general applicability relating to the enforcement of or affecting creditors' ’ rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealingequity. The Board Requisite Shareholder Approval is the only vote or approval 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 any class or series of Parent’s capital stock necessary for Parent to approve the Offer and consummation of the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt transactions contemplated by 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 Company Board of Directors of Merger Sub has all necessary declared the Merger advisable, and Merger Sub has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution Board of Directors of Parent has declared the Merger and delivery the related issuance of Parent Shares advisable, has duly and validly authorized this Agreement and the Tender and Voting Agreement by the Company and the consummation by the Company Parent of the transactions contemplated hereby and thereby have been duly Parent has the requisite corporate power and validly authorized authority to approve, authorize, execute and approved by deliver this Agreement and to consummate the Board of Directors of the Company and no transactions contemplated hereby. No other corporate proceedings on the part of the Company Parent are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (hereby, other than, with respect to the Merger, than the approval of this Agreement and adoption the Merger by the stockholders of Parent in accordance with the DGCL, if necessary. This Agreement and the consummation by Parent and Merger Sub of the Merger transactions contemplated hereby have been duly and this Agreement by holders of a majority of the outstanding Shares to the extent required validly authorized by the Company's Restated Certificate Boards of Incorporation Directors of Parent and Merger Sub and by applicable law)Parent as the sole Stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and constitutes the Purchaser, constitutes valid and binding obligation agreement of the Company Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except that such enforceability (i) may be limited by subject, as to enforceability, to bankruptcy, insolvency, moratorium or reorganization and other similar laws affecting or of general applicability relating to the enforcement of or affecting creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itequity.

Authority Relative to this Agreement. The Company has Each Seller has, and each member of the Seller Group shall have prior to the Closing, all necessary corporate power and authority to execute execute, deliver and deliver perform this Agreement and the Tender and Voting Agreement Ancillary Agreements to which it is or shall at Closing be a party and to consummate the transactions contemplated hereby by this Agreement and therebythe Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution execution, delivery and delivery performance by each Seller and each member of the Seller Group of this Agreement and the Tender and Voting Agreement by the Company Ancillary Agreements to which it is or shall at Closing be a party, and the consummation by the Company of the transactions contemplated hereby and thereby thereby, have been been, or shall be prior to the Closing, duly and validly authorized and approved by the Board all necessary action on part of Directors of the Company such Seller, and no other corporate proceedings on the part of a Seller or any member of the Company are Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize or approve the execution, delivery and performance, as applicable, of this Agreement or the Tender and Voting any Ancillary Agreement to which it is or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of shall at Closing be a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)party. This Agreement has been duly and validly executed and delivered by the Company each Seller, and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes valid constitutes, and each Ancillary Agreement to which each Seller or any member of the 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 obligation agreement of the Company applicable members of the Seller Group, enforceable against the Company each such member in accordance with its terms, except that such enforceability (i) may be limited by subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium moratorium, fraudulent conveyance or other preferential transfers, or similar laws affecting or Laws relating to the enforcement of or affecting creditors' ’ rights generally (the "Bankruptcy Exceptions") and (ii) is subject to generally, or general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement(collectively, 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“Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyMerger. 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 Merger have been duly and validly authorized and approved by all necessary corporate action on the Board of Directors part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby Merger (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the holders of a majority of the then-outstanding Shares Shares, if and to the extent required by applicable Law, and the Company's Restated Certificate filing and recordation of Incorporation appropriate merger documents as required by the DGCL). The Company represents that the Board, at a meeting duly called and by applicable law)held on September 30, 2007, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the holders of Shares, (ii) approved, adopted and declared advisable this Agreement and the Merger and (iii) resolved to recommend that the holders of Shares approve and adopt this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its terms, except that as such enforceability (i) enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally (the "Bankruptcy Exceptions") generally, and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealingequitable principles. The Board of Directors of the Company has, at the Company Board Meeting, has unanimously approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby Merger and thereby, determined such approvals are sufficient so that the Offer Price to be received by restrictions on business combinations set forth in Section 203(a) of the holders of Shares pursuant DGCL shall not apply to the Offer and Merger. To the Merger knowledge of the Company, no other state takeover statute is fair applicable 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 Company has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby hereby. Assuming the accuracy of Newco's representations contained in Section 4.7 (without giving effect to the knowledge qualification thereof), the execution, delivery and thereby. The execution and delivery performance 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 all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions so contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the holders of a majority of the outstanding Shares to shares of Company Common Stock, and the extent filing and recordation of appropriate merger documents as required by the Company's Restated Certificate of Incorporation and by applicable lawDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement hereof by Parent and the PurchaserNewco, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, has approved and adopted this Agreement, the OfferVoting 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 render inapplicable hereto and thereto the limitation on business combinations contained in Section 203 of the DGCL (or any similar provision). As a result of the foregoing actions, assuming the accuracy of Newco's representations contained in Section 4.7 (without giving effect to the knowledge qualification thereof), the only vote required to authorize the Merger is the affirmative vote of a majority of the outstanding shares of Company Common Stock. To the knowledge of the Company, no state takeover statute or similar statute or regulation, other than Section 203 of the DGCL, applies or purports to apply to this Agreement, the Merger, the Tender and Voting Agreement and Agreement, the Employment Arrangements, or any of the other transactions contemplated hereby and or thereby. No provision of the certificate of incorporation, 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 by-laws or 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 governing instruments of the Company determines at or any time subsequent 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 Board Meeting and its Subsidiaries that this Agreement no longer advisable may be acquired or controlled by Newco or its affiliates or permit any stockholder to acquire securities of the Company on a basis not available to Newco in the event that Newco were to acquire securities of the Company, and recommends that Shareholders reject itneither the Company nor any of its Subsidiaries has any rights plan, preferred stock or similar arrangement which have any of the aforementioned consequences.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby(other than, with respect to the consummation of the Merger, the approval of the Merger by the holders of a majority of the outstanding shares of Company Common Stock at any meeting of such stockholders called for such purpose, if necessary (the "Company Stockholders Meeting")). The execution execution, delivery and delivery performance 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 all necessary corporate action on the Board of Directors part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions so contemplated hereby or thereby (other than, with respect to the consummation of the Merger, the approval and adoption of the Merger and this Agreement by the holders of a majority of the outstanding Shares to shares of Company Common Stock at the extent required by the Company's Restated Certificate of Incorporation and by applicable lawCompany Stockholders Meeting, if required). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserMerger Sub, constitutes the legal, valid and binding obligation of the Company enforceable against (other than, with respect to the consummation of the Merger, the approval of the Merger by the holders of a majority of the outstanding shares of Company Common Stock at the Company in accordance with its termsStockholders Meeting, if required), except that such enforceability (i) the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (iib) is subject to general principles of equity and any implied covenant (regardless of good faith and fair dealing. The Board of Directors of the Company has, whether enforceability is considered in a proceeding 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 law 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 itin equity).

Authority Relative to this Agreement. The Company Each of Buyer and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement and, assuming approval of the Merger by the Merger Sub and the Tender and Voting approval of Merger, the adoption of the Merger Agreement and to 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 hereby and therebyby this Agreement. The execution and delivery of this Agreement and (and, in the Tender and case of Buyer, the Voting Agreement by the Company Agreements), and the consummation by the Company of the Merger, the issuance of the shares of Buyer Common Stock in connection with the Merger and the other transactions contemplated hereby and thereby by this Agreement (and, in the case of Buyer, the Voting Agreements), have been duly and validly authorized and approved by the Board of Directors unanimous vote of the Company board of directors of Buyer and Merger Sub, and no other corporate proceedings on the part of the Company Buyer or Merger Sub are necessary to authorize or approve this Agreement or (and, in the Tender and case of Buyer, the Voting Agreement Agreements), to issue the shares of Buyer Common Stock in connection with the Merger, or to consummate the Merger and the other transactions contemplated hereby or thereby by this Agreement (or, in the case of Buyer, the Voting Agreements), other than, with respect to the Merger, the (a) approval of the Merger by the shareholder of Merger Sub and (b) approval of the Merger, the adoption of the Merger Agreement and this Agreement by holders of a majority the approval of the outstanding Shares issuance of Buyer Common Stock in the Merger by the Required Buyer Shareholder Vote on the Buyer Record Date at the Buyer Special Meeting or any adjournment or postponement thereof to the extent required by California Law or the Company's Restated NASDAQ Marketplace Rules and (c) the filing of the Certificate of Incorporation and by applicable lawMerger with the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by the Company Buyer and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserCompany, constitutes a valid and binding obligation agreement of the Company Buyer and Merger Sub, enforceable against the Company Buyer and Merger Sub in accordance with its terms, except to the extent that such its enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally (the "Bankruptcy Exceptions") and (ii) is subject to or by general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itequitable principles.

Authority Relative to this Agreement. The Subject only to the approval of the Company’s stockholders as described below, the Company has 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 Tender Closing and Voting Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Company of this Agreement and each instrument required hereby to be executed and delivered at the Tender and Voting Agreement Closing 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 all necessary corporate proceedings action on the part of the Company are necessary Company, subject only to authorize or approve the approval of this Agreement or and the Tender and Voting Agreement or to consummate Merger by the transactions contemplated hereby or thereby (other than, with respect to Company’s stockholders by the Merger, the approval and adoption affirmative vote of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent shares of Company Common Stock as required by the Company's Restated Certificate of Incorporation GCL and by applicable law)the Company Charter. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserMerger Sub, constitutes the legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except that as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to the enforcement of 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 "Bankruptcy Exceptions") and (ii) is subject to general principles date of equity and any implied covenant of good faith and fair dealing. The this Agreement, the Board of Directors of the Company hashas unanimously determined that it is fair to, at advisable and in the best interests of the Company’s stockholders for the Company Board Meeting, approved to enter into a business combination with Parent upon the terms and adopted subject to the conditions of 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, has unanimously recommended that the Shareholders 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 and tender their Shares pursuant to by 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 Company’s Board of Directors under the provisions of Section 203 of the Company determines at any time subsequent GCL such that Section 203 of the GCL does not apply to the Company Board Meeting that 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 longer advisable and recommends that Shareholders reject itother 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 Company Each of the Seller Parent and the Seller has all necessary full corporate power and authority to execute and deliver enter into this Agreement and Agreement, and, subject to obtaining the Tender and Voting Agreement Seller Parent Shareholders’ Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement by each of the Seller Parent and the Tender and Voting Agreement by the Company Seller and the consummation by the Company each of them of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board their respective Boards of Directors (and, in the case of the Company Seller, all of its direct shareholders), and no other corporate proceedings on the part of the Company Seller Parent or the Seller are necessary to authorize or approve the execution, delivery and performance of this Agreement or by the Tender Seller Parent and Voting Agreement or to consummate the Seller and the consummation by the Seller Parent and the Seller of the transactions contemplated hereby or thereby (hereby, other than, with respect to than obtaining the Merger, the approval and adoption Seller Parent Shareholders’ Approval. The Board of Directors of the Merger and Seller Parent has unanimously passed a resolution declaring the advisability of this Agreement by holders of a majority and the purchase and sale of the outstanding Shares to (the extent required “Share Purchase”) and the other transactions contemplated hereby and resolving that the same be submitted for consideration by the Company's Restated Certificate shareholders of Incorporation and by applicable law)the Seller Parent. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Seller Parent and the PurchaserSeller and constitutes a legal, constitutes valid and binding obligation of the Company each of them enforceable against the Company each of them in accordance with its terms, except that such as enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally and by general equitable principles (the "Bankruptcy Exceptions") and (ii) regardless of whether such enforceability is subject to general principles of considered in a proceeding in equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, or 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 itlaw).

Authority Relative to this Agreement. The Company has all -------------------------------------------------- necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery (other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority of the Shares if and to the extent required by applicable law, and the Tender filing of appropriate merger documents as required by the DGCL and Voting the VSCA). The execution, delivery and performance of this 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 all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions so contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the holders of a majority of the outstanding Shares if and to the extent required by the Company's Restated Certificate of Incorporation and by applicable law, and the filing of appropriate merger documents as required by the DGCL and the VSCA). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement hereof by Parent and the Purchaser, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, has 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 (including but not limited to the Offer and the Merger is fair and the Stock Option Agreement, and the transactions contemplated by each such agreement) so as to render inapplicable hereto and thereto the limitation on business combinations contained in Section 203 of the DGCL (or any similar provision). As a result of the foregoing actions subject to the Shareholders, recommended that applicability of Section 253 of the Shareholders approve and adopt this AgreementDGCL, 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 only vote required to consummate authorize the Merger) if Merger is the Purchaser purchases Shares pursuant to the Offer whether or not the Board affirmative vote of Directors a majority of the Company determines at any time subsequent to the Company Board Meeting that this Agreement no longer advisable and recommends that Shareholders reject itoutstanding Shares.

Authority Relative to this Agreement. RECOMMENDATION. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. 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 all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions so contemplated hereby or thereby (other than, with respect to the Merger, than the approval and adoption of the Merger and this Agreement by the holders of a majority of the outstanding Shares to shares of the extent required by Company Common Stock in accordance with the IBCL and the Company's Restated Certificate Articles of Incorporation and by applicable lawIncorporation). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company (the "COMPANY BOARD") has, at a meeting duly called and held at which all directors of the Company Board Meetingwere present, approved duly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby Merger in accordance with the IBCL and therebythe Company's Articles of Incorporation and Bylaws, determined (ii) determining that this Agreement and the Merger are fair to and in the best interests of the stockholders of the Company, (iii) determining that the Offer Price consideration to be received by the holders of Shares pursuant to the Offer and paid in the Merger is fair to and in the Shareholders, recommended that best interests of 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 stockholders of the Company determines at any time subsequent to and (iv) recommending that the stockholders of the Company Board Meeting that approve this Agreement no longer advisable and recommends that Shareholders reject itAgreement; which resolutions have not been subsequently rescinded, modified or withdrawn in any way.

Authority Relative to this Agreement. The Company Board of Directors of ------------------------------------ Merger Sub has all necessary declared the Merger advisable and Merger Sub has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution Board of Directors of Parent has declared the issuance of Parent Shares advisable and delivery of Parent has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and, subject to the approval by the stockholders of Parent of the amendment to Parent's Certificate of Incorporation to increase Parent's authorized capital stock in order to allow for the issuance of Parent Shares by virtue of the Merger and the Tender and Voting Agreement approval of the issuance of Parent Shares by the Company stockholders of Parent in accordance with the NNM listing requirements, to consummate the transactions contemplated hereby. This Agreement and the consummation by the Company Parent of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board Boards of Directors of the Company Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub (including, in the Company case of Merger Sub, all stockholder action by Parent as its sole stockholder) are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, than the approval and adoption by the stockholders of Parent of the amendment to Parent's Certificate of Incorporation to increase Parent's authorized capital stock in order to allow for the issuance of Parent Shares by virtue of the Merger and this Agreement by holders of a majority the approval of the outstanding issuance of Parent Shares to the extent required by the Company's Restated Certificate stockholders of Incorporation and by applicable lawParent in accordance with the NNM listing requirements). This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and constitutes the Purchaser, constitutes valid and binding obligation agreement of the Company Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except that such enforceability (i) may be limited by subject, as to enforceability, to bankruptcy, insolvency, moratorium or reorganization and other similar laws affecting or of general applicability relating to the enforcement of or affecting creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 Company Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent's shareholders, each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by Parent and the Tender and Voting Agreement by the Company Merger Sub and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and approved by the Board of Directors of the Company Merger Sub, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby Transactions (other than, with respect to the MergerShare Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval and adoption of the Merger Share Issuance, the New Stock Option Plans Adoption and this Agreement the Parent Board Changes by holders of a majority of the outstanding Shares votes cast with respect to the extent Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders' Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders' Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the Company's Restated Certificate of Incorporation and by applicable lawDGCL). This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaserother parties hereto, constitutes a legal, valid and binding obligation of the Company each of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except that such enforceability (i) may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting or relating to the enforcement of 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 "Bankruptcy Exceptions"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) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the Company hasvoting rights of Parent, at 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 Company Board Meetingvoting rights of Parent, 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 in each case as a result of Shares or pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and or 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 itTransactions.

Authority Relative to this Agreement. The Company Stel has all necessary full corporate power and authority to (i) execute and deliver this Agreement Agreement, (ii) execute and deliver the Tender Stock Option Agreement, (iii) execute and Voting Agreement and to deliver the Technology Option Agreement, (iv) consummate the transactions contemplated hereby by the Stock Option Agreement and therebyTechnology 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 execution and delivery of this Agreement, the Stock Option Agreement and the Tender and Voting Agreement by the Company Technology Option Agreement, and the consummation by the Company of the Merger, the sale of the government business assets and the other transactions contemplated hereby and thereby thereby, have been duly and validly authorized and approved by the Board of Directors unanimous vote of the Company board of directors of Stel, and no other corporate proceedings on the part of the Company Stel are necessary to authorize or approve this Agreement, the Stock Option Agreement or and the Tender and Voting Technology Option Agreement or to consummate the Merger and the other transactions contemplated hereby or and thereby (other than, (a) with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares shares of Stel Common Stock at the Stel Special Meeting or any adjournment or postponement thereof in accordance with the Delaware Law or (b) with respect to the extent required sale of the government business assets, the approval of such sale by a majority of the Company's Restated Certificate outstanding shares of Incorporation and by applicable lawStel 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 the Company Stel and, assuming the due and valid authorization, execution and delivery by Newbridge and, in the case of this Agreement Agreement, by Parent and the PurchaserMerger Sub, constitutes a valid and binding obligation agreement of the Company Stel, enforceable against the Company Stel in accordance with its terms, except to the extent that such its enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to or by general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itequitable principles.

Authority Relative to this Agreement. The Company Each of Parent and Merger Sub has all necessary full corporate power and authority to (i) execute and deliver this Agreement and (ii) assuming the Tender approval of the issuance of the Parent Common Stock in connection with the Merger and Voting Agreement 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 and therebyhereby. The execution and delivery of this Agreement and the Tender and Voting Agreement by the Company Agreement, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors a unanimous vote of the Company board of directors of each of Parent and Merger Sub and no other corporate proceedings on the part of the Company either Parent or Merger Sub are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the Merger and the other transactions contemplated hereby or thereby (other than, than approval of the issuance of the shares in connection with respect to the Merger, the approval and adoption of the Merger and the Financing Transaction by at least a majority vote of the number of shares of Parent Common Stock entitled to vote represented at the Parent Special Meeting, or any adjournment or postponement thereof in accordance with Delaware law, at the time of the vote, and the adoption of this Agreement by holders Parent as sole stockholder of a majority of Merger Sub, which will occur immediately after the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation execution and by applicable lawdelivery hereof). This The Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserCompany, constitutes a valid and binding obligation agreement of the Company each of Parent and Merger Sub, enforceable against the Company each of them in accordance with its terms, except to the extent that such its enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally (the "Bankruptcy Exceptions") and (ii) is subject to or by general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itequitable principles.

Authority Relative to this Agreement. The Company Each of PubCo, First Merger Sub and Second Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and the Tender and Voting Agreement by the Company PubCo, First Merger Sub or Second Merger Sub and the consummation by the Company PubCo, First Merger Sub or Second Merger Sub of the transactions contemplated hereby and thereby have Transactions have, in each case, been duly and validly authorized and approved by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company PubCo, First Merger Sub or Second Merger Sub are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby Transactions (other thanthan approval by PubCo, with respect to as (i) the Mergersole shareholder of First Merger Sub, the approval and adoption either at a duly convened meeting of the sole shareholder of First Merger Sub or by written consent and this Agreement by holders (ii) as the sole shareholder of Second Merger Sub, either at a majority duly convened meeting of the outstanding Shares to sole shareholder of Second Merger Sub or by written consent, and the extent filing and recordation of appropriate merger documents as required by the Company's Restated Certificate of Incorporation and by applicable lawCayman Companies Act). This Agreement has been duly and validly executed and delivered by the Company PubCo, First Merger Sub and Second Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent HCIC, the Company and the PurchaserPlus Holdings constitutes a legal, constitutes valid and binding obligation of the Company PubCo, First Merger Sub and Second Merger Sub, enforceable against the Company PubCo, First Merger Sub and Second Merger Sub in accordance with its terms, except that such enforceability (i) may be as limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Remedies Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board Boards of Directors of the Company hasPubCo, at the Company Board Meeting, First Merger Sub and Second Merger Sub have approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the Transactions. To the knowledge of PubCo, First Merger Sub and Second Merger Sub, no other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant state takeover Law is applicable to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and Mergers or 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 itTransactions.

Authority Relative to this Agreement. The Company Halter Marine has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyherein to be consummated by Halter Marine. The execution and delivery of this Agreement and the Tender and Voting Agreement by the Company Halter Marine and the consummation by the Company Halter Marine of the such transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company Halter Marine and no other stockholder votes are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the such transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders the affirmative vote of a majority of the outstanding Shares shares of Halter Marine Common Stock entitled to vote thereon (the extent required by "Halter Marine Stockholder Approval")). The Board of Directors of Halter Marine, at a meeting duly called and held, has (i) determined that this Agreement, and the transactions contemplated hereby (including the Merger), are fair to and in the best interests of the Company's Restated Certificate stockholders, (ii) approved, adopted and declared the advisability of Incorporation this Agreement and the transactions contemplated hereby (including the Merger), (iii) resolved to recommend approval and adoption of this Agreement by applicable law)its stockholders and (iv) directed that this Agreement and the transactions contemplated hereby be submitted to Halter Marine's stockholders for approval at a meeting of such stockholders. This Agreement has been duly authorized and validly executed and delivered by Halter Marine and constitutes the Company andlegal, assuming valid and binding obligation of Halter Marine, enforceable against Halter Marine in accordance with its terms. Halter Marine has taken all appropriate actions so that the due restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger and valid authorizationthe 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 the Merger. Halter Marine has taken all action necessary to render the Halter Marine Preferred Stock Rights issued pursuant to the terms of the Halter Marine Rights Agreement inapplicable to, or not exercisable as a result of, the Merger, the execution and delivery of this Agreement or the transactions contemplated by Parent and the Purchaser, constitutes valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 Company Each of Parent and Merger Sub has 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 Tender and Voting Agreement necessary approvals of Parent's stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of Parent and the Tender and Voting Agreement by the Company Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized and approved by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company Parent are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the Merger and the other transactions contemplated hereby or thereby (by this Agreement other than, with respect : (a) the filing and recordation of appropriate merger documents as required by the MBCL; (b) the approval of the issuance of shares of Parent Common Stock pursuant to the Merger, Merger by the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to votes cast at the extent Parent Stockholders' Meeting (as defined in Section 6.01) as required by the Company's Restated Certificate rules of Incorporation the NYSE; (c) the approval of the Parent Proposals by the requisite votes of the holders of Parent Common Stock at the Parent Stockholders' Meeting; and (d) the filing and recordation of the Parent Charter Amendment, as required by applicable law)the Delaware General Corporation Law (the "DGCL") and subject to the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserCompany, constitutes a legal, valid and binding obligation of the Company each of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except that as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to the enforcement of creditors' rights generally and by general equitable principles (the "Bankruptcy Exceptions") and (ii) regardless of whether enforceability is subject to general principles of considered in a proceeding in equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, or 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 itlaw).

Authority Relative to this Agreement. The Company has Each of WinVest and the Merger Subs have all necessary corporate power and authority to execute and deliver this Agreement and the Tender Ancillary Agreements to which WinVest or the Merger Subs (as applicable) are or will be a party, to perform its obligations hereunder and Voting Agreement thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and the Tender each Ancillary Agreement to which each of WinVest and Voting Agreement by the Company each Merger Sub is, or is contemplated to be, a party and the consummation by the Company each of WinVest and each Merger Sub of the transactions Transactions contemplated hereby and thereby thereby, have been duly and validly authorized and approved by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company WinVest or Merger Sub are necessary to authorize or approve this Agreement or the Tender and Voting Agreement, any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby Transactions (other than, than (a) with respect to the MergerMergers, the approval and adoption of the Merger and this Agreement by the holders of a majority of the then-outstanding Shares to shares of WinVest Common Stock and by the extent holders of a majority of the then-outstanding Merger Sub I Interests and Merger Sub II Interests, and the filing and recordation of appropriate merger documents as required by the Company's Restated DLLCA, and (b) with respect to the issuance of WinVest Common Stock and the amendment and restatement of the WinVest Certificate of Incorporation and by applicable lawpursuant to this Agreement, the approval of a majority of the then-outstanding shares of WinVest Common Stock). This Agreement and each Ancillary Agreement has been been, or shall be when delivered, duly and validly executed and delivered by WinVest and the Company Merger Subs (as applicable) and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserCompany, constitutes a legal, valid and binding obligation of WinVest and the Company Merger Subs (as applicable), enforceable against WinVest or the Company applicable Merger Sub in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors' rights generally (the "Bankruptcy Remedies Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 Company has Each of Acquiror and Xxxxxx Sub have all necessary corporate power and authority to execute and deliver this Agreement and the Tender each Ancillary Agreement to which they are a party, to perform its obligations hereunder and Voting Agreement thereunder and to consummate the transactions contemplated hereby and therebyTransactions, in each case, subject to obtainment of the Acquiror Shareholders Approval. The execution and delivery of this Agreement by each of Acquiror and the Tender and Voting Agreement by the Company Merger Sub and the consummation by the Company each of Acquiror and Merger Sub of the transactions contemplated hereby Transactions have been, and thereby have been each Ancillary Agreement to which they are a party will be, duly and validly authorized and approved by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company Acquiror or Merger Sub are necessary to authorize or approve this Agreement or the Tender and Voting each Ancillary Agreement to which they are a party or to consummate the transactions contemplated hereby or thereby Transactions (other than, 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 Merger and this Agreement by holders Acquiror, as the sole stockholder of Merger Sub, (e) the filing and recordation of appropriate merger documents as required by the DGCL and (f) with respect to the issuance of Acquiror Common Stock and adoption of the Acquiror Certificate of Incorporation, the approval of a majority of the then-outstanding Shares to the extent required by the Company's Restated Certificate shares of Incorporation and by applicable lawAcquiror Common Stock). This Agreement has been duly and validly executed and delivered by the Company Xxxxxxxx and Xxxxxx Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserCompany, constitutes a legal, valid and binding obligation of the Company Acquiror or Merger Sub, enforceable against the Company Acquiror or Merger Sub in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating terms subject to the enforcement of creditors' rights generally (the "Bankruptcy Remedies Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Acquiror Board of Directors of has approved this Agreement and the Company hasTransactions, at and such approvals are sufficient so that any restrictions on business combinations set forth in the Company Board MeetingAcquiror Charter, approved and adopted if any, shall not apply to the Merger, this Agreement, the Offer, the Merger, the Tender and Voting any Ancillary Agreement and or any of 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 itTransactions.

Authority Relative to this Agreement. The Company Each of Parent and Amalgamation Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement to perform their obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by each of Parent and the Tender Amalgamation Sub and Voting Agreement by the Company Parent as sole shareholder of Amalgamation Sub and the consummation by the Company Parent and Amalgamation Sub of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board boards of Directors directors of the Company each of Parent and Amalgamation Sub and no other corporate proceedings on the part of the Company Parent or Amalgamation Sub are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to than the Merger, the approval filing and adoption recordation of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent Amalgamation Documents as required by the Company's Restated Certificate of Incorporation and by applicable lawCompanies Act). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery each of this Agreement by Parent and the Purchaser, Amalgamation Sub and constitutes a valid and binding obligation of each of Parent and Amalgamation Sub. Except as set forth in Section 5.03 of the Company enforceable against Parent Disclosure Schedule, neither Parent nor any of the Company in accordance with its terms, except that such enforceability Parent Subsidiaries is subject to or obligated under any provision of (i) may be limited by bankruptcyits respective Organizational Documents, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles 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 equity 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 any implied covenant Amalgamation Sub’s execution or performance of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, except (as to clauses (ii), (iii) or (iv) above) where such breach, violation, right of termination or acceleration, or Encumbrance could not reasonably be expected to have, individually or in the Offeraggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.03 of the Parent Disclosure Schedule, the Mergerconsummation 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 Tender HSR Act and Voting Agreement other applicable Antitrust Laws, (ii) filing and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received recordation of appropriate Amalgamation documents as required by the holders of Shares pursuant Companies Act, (iii) compliance with Telecommunications Laws and (iv) the Exon-Xxxxxx Notification, except where failure to obtain such consents or approvals or to make such registration or filing could not reasonably be expected to have, individually or in the Offer and the Merger is fair to the Shareholdersaggregate, 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 a Parent Material Adverse Effect or not the Board of Directors materially delay consummation of the Company determines at any time subsequent to the Company Board Meeting that this Agreement no longer advisable and recommends that Shareholders reject itAmalgamation.

Authority Relative to this Agreement. The Company has all necessary requisite corporate power and authority to to: (i) execute and deliver this Agreement; and (ii) assuming the adoption of this Agreement and the Tender 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 Voting Agreement 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 and therebyhereby, 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 Tender and Voting Agreement by the Company Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby hereby, including the Merger, have been duly and validly authorized and approved by the Board board of Directors directors of the Company and no other corporate proceedings on the part of the Company (other than obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Delaware Secretary) are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other thanhereby, with respect to including the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery by each of this Agreement by Parent and the PurchaserMerger Sub, constitutes a valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except to the extent that such its enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general by principles of equity and any implied covenant of good faith and fair dealing. The Board , regardless of Directors of the Company has, whether enforcement is sought in equity or 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 itlaw.

Authority Relative to this Agreement. The Company Each of Parent, Merger Sub I and Merger Sub II has 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 the Tender and Voting Agreement and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by each of Parent, Merger Sub I and the Tender and Voting Agreement by the Company Merger Sub II and the consummation by the Company of the transactions contemplated hereby Transactions by Xxxxxx, Merger Sub I and thereby Merger Sub II have been duly and validly authorized and approved by the Board of Directors of the Company all necessary action, and no other corporate proceedings on the part of the Company Parent, Merger Sub I and Merger Sub II are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby Transactions (other than, with respect to the Mergerapplicable Transactions, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to Required Parent Stockholder Approval at the extent required by the Company's Restated Certificate of Incorporation and by applicable lawParent Stockholders’ Meeting). This Agreement has been duly and validly executed and delivered by the Company Xxxxxx, Merger Sub I and Merger Sub II and, assuming the due authorization and valid authorization, execution and delivery of this Agreement by Parent and the Purchasereach other Party, constitutes a legal, valid and binding obligation of the Company each of Parent, Merger Sub I Merger Sub II, enforceable against the Company Parent, Merger Sub I and Merger Sub II, as applicable, in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement 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 creditors' rights generally (the "Bankruptcy Exceptions") Closing, will constitute a valid and (ii) is 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 general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itapplicable Remedies Exception.

Authority Relative to this Agreement. The Company Seller has all necessary corporate limited liability company or similar power and authority to execute execute, deliver and deliver perform this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of by this Agreement and in accordance with 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 the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)terms hereof. This Agreement has been duly and validly executed and delivered by the Company Seller, and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes valid a valid, legal and binding obligation agreement of the Company Seller, enforceable against the Company Seller in accordance with its terms, except that such enforceability (i) may be limited by subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium moratorium, fraudulent conveyance or other preferential transfers, or similar laws affecting or Laws relating to the enforcement of or affecting creditors' ’ rights generally (and subject, as to enforceability, to the "Bankruptcy Exceptions") and (ii) is subject to effect of general principles of equity (the “Enforceability Exceptions”). Seller or its applicable Affiliate has all necessary limited liability company or similar power and any implied covenant of good faith authority to execute, deliver and fair dealingperform the Ancillary Agreements in accordance with the terms thereof. The Board of Directors 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 Company hasAncillary Agreements by Purchaser or its applicable Affiliates, at shall constitute valid, legal and binding agreements of Seller or its applicable Affiliate, enforceable against Seller or its applicable Affiliate in accordance with the Company Board Meetingterms thereof, approved and adopted 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, 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 Ancillary Agreements or 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 transactions contemplated by this Agreement no longer advisable and recommends that Shareholders reject itthe Ancillary Agreements in accordance with the terms hereof and thereof.

Authority Relative to this Agreement. The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and the Tender any other Transaction Documents to which it is a party thereto and Voting Agreement to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby 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 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 Transactions have been duly and validly authorized and approved by the Company Board of Directors and, upon receipt of the Company and Requisite Approval, no other corporate proceedings on the part of the Company or the Company Holders are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate consummation of the transactions contemplated hereby hereby. On or thereby (other than, with respect prior to the Mergerdate hereof, the approval Company Board has determined that the transactions contemplated by this Agreement are fair to and adoption in the best interests of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization and valid authorization, execution and delivery of this Agreement by Parent and the Purchasereach other Party, constitutes the valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except that such enforceability subject to (ia) may be limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar laws affecting Laws, now or hereafter in effect, relating to the enforcement of creditors' ’ rights generally and (the "Bankruptcy Exceptions"b) general equitable principles, whether considered in a proceeding at law or equity (together, (a) and (ii) is b), the “Remedies Exceptions”). Each Transaction Document to be executed by the Company at or prior to the Closing will be, when executed and delivered by the Company, duly and validly executed and delivered and, assuming due authorization and execution by each other Party thereto and the consummation of the Closing, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to general principles of equity and any implied covenant of good faith and fair dealingapplicable Remedies Exception. The Board Company Requisite Approval is the only vote of Directors the holders of any class or series of capital stock of the Company has, at the Company Board Meeting, approved and adopted required to adopt this Agreement, the Offer, the Merger, the Tender and Voting Agreement and approve 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 ithereby.

Authority Relative to this Agreement. The Company has Each of Acquiror, First Merger Sub and Second Merger Sub have all necessary corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by each of Acquiror, First Merger Sub and the Tender and Voting Agreement by the Company Second Merger Sub and the consummation by the Company each of Acquiror, First Merger Sub and Second Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the Board of Directors of the Company all necessary corporate or limited liability company, as applicable, action, and no other corporate or limited liability company, as applicable, proceedings on the part of the Company Acquiror, First Merger Sub or Second Merger Sub are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby Transactions (other than, than (a) with respect to the MergerAcquiror Proposals (other than the Domestication), (i) the approval and adoption of this Agreement by an ordinary resolution under Cayman Islands law by (x) the holders of a majority of the shares of Acquiror Common Stock, voting together as a single class, represented in person or by proxy and entitled to vote thereon, voting and who vote at a general meeting with respect thereto and (y) the holders of a majority of the outstanding shares of First Merger Sub Common Stock, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and DLLCA and (b) with respect to the Domestication, the approval and adoption of the Merger Domestication (including the adoption and this Agreement approval of the amendment to the Acquiror Articles of Association, a certificate of corporate domestication and the Domestication Organizational Documents) by special resolution under Cayman Islands law by the holders of a majority at least two-thirds of the outstanding Shares 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 extent required by the Company's Restated Certificate of Incorporation and by applicable law“Acquiror Stockholders’ Approval”). This Agreement has been duly and validly executed and delivered by the Company Axxxxxxx, First Merger Sub and Second Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserCompany, constitutes a legal, valid and binding obligation of the Company Acquiror, First Merger Sub or Second Merger Sub, enforceable against the Company Acquiror, First Merger Sub or Second Merger Sub in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating terms subject to the enforcement of creditors' rights generally (the "Bankruptcy Remedies Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Acquiror Board has approved this Agreement and the Transactions (including the Domestication), and such approvals are sufficient so that the restrictions on business combinations set forth in the Acquiror Articles of Directors of Association shall not apply to the Company hasMergers, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting any Ancillary Agreement and or any of the other transactions contemplated hereby and therebyTransactions. To the knowledge of Acquiror, determined that the Offer Price to be received by the holders of Shares pursuant no other state takeover statute is applicable to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and Mergers or 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 itTransactions.

Authority Relative to this Agreement. The Company SPAC has all necessary corporate power and authority to execute and deliver this Agreement and the Tender other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and Voting Agreement thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and the Tender and Voting Agreement other Transaction Documents to which SPAC is or will be a party by the Company SPAC, and the consummation by the Company SPAC of the transactions contemplated hereby and thereby Transactions, have been duly and validly authorized and approved by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company SPAC are necessary to authorize or approve this Agreement and the other Transaction Documents to which it is or the Tender and Voting Agreement will be a party, or to consummate the transactions contemplated hereby or thereby Transactions (other than, than with respect to the SPAC Merger, the approval and adoption of the Merger and this Agreement by the holders of a majority of the outstanding Shares to shares of SPAC Common Stock as of the extent record date for the SPAC Stockholders’ Meeting, and the filing and recordation of appropriate merger documents as required by the Company's Restated Certificate DGCL. Each of Incorporation this Agreement and by applicable law). This Agreement the other Transaction Documents to which SPAC is or will be a party has been, or will be, has been duly and validly executed and delivered by the Company SPAC and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent the Company, Holdco and the PurchaserMerger Subs, constitutes a legal, valid and binding obligation of the Company SPAC, enforceable against the Company SPAC in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating terms subject to the enforcement of creditors' rights generally (the "Bankruptcy Remedies Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The SPAC Board of Directors has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the Company hasDGCL shall not apply to the SPAC Merger, at the Company Board Meeting, approved and adopted this Agreement, the OfferSponsor Support Agreement, the Merger, the Tender and Voting any Ancillary Agreement and or any of the other transactions contemplated hereby and therebyTransactions. To the knowledge of the SPAC, determined that the Offer Price to be received by the holders of Shares pursuant no other state takeover statute is applicable to the Offer and the SPAC Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and or 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 itTransactions.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to obtaining the Tender and Voting approval of the shareholders of Company of this Agreement and the Merger, to consummate the transactions contemplated hereby and therebyhereby. 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 all necessary corporate action on the Board part of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions so contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of this Agreement and the approval of the Merger and this Agreement by holders of a majority of the outstanding voting shares of Company Shares to in accordance with the extent required by Israeli Companies Law and the Company's Restated Certificate of Incorporation and by applicable lawCompany Charter Documents). This Except as set forth in Section 2.4 of the Company Disclosure Letter, this Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserMerger Sub, constitutes valid a legal and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, terms except that such enforceability (i) may be as limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws of general application affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject as limited by laws relating to general principles the availability of equity and specific performance, injunctive relief or other equitable remedies. Assuming neither the Parent nor Merger Sub, nor any implied covenant of good faith and fair dealing. The Board their respective affiliates as defined in Section 320(c) of Directors the Israeli Companies Law, vote any shares they own, the affirmative vote of a simple majority of the voting power of the Company has, present and voting at the Company Board Meeting, approved and adopted this Agreement, General Meeting at which a quorum is present (the Offer, "REQUIRED COMPANY SHAREHOLDER VOTE") is the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by only vote of 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 any shares of the Company determines 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 time subsequent creditor of the Company (subject to the Company Board Meeting that this Agreement no longer advisable and recommends that Shareholders reject itrights 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 (a) Subject only to the requisite approval and adoption of this Agreement and approval of the principal terms of the Merger by the shareholders of the Company as described in Section 2.2(b) below, the Company has all necessary full corporate power and authority to execute and deliver this Agreement and the Tender 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 Voting Agreement thereunder and to consummate the transactions contemplated hereby and thereby. The Company's board of directors has unanimously approved this Agreement and the Ancillary Agreements to which the Company is a party. Subject only to the requisite approval and adoption of this Agreement and approval of the principal terms of the Merger by the shareholders of the Company as described in Section 2.2(b) below, the execution and delivery by the Company of this Agreement and the Tender and Voting Agreement by Ancillary Agreements to which the Company and is a party, the consummation by the Company of the transactions contemplated hereby and thereby thereby, and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized and approved by the Board of Directors all necessary action of the Company and no other corporate proceedings further action is required on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement Ancillary Agreements to which the Company is a party or to consummate the consummation of the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)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 the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent the other parties hereto and the Purchaserthereto, each constitutes or will upon such due execution and delivery constitute, as applicable, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms, except that such as the enforceability (i) thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting or Laws relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to by general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itequity.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated hereby and therebyhereby. 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 (the “Company Board”) at a meeting or meetings duly called and no held has unanimously (A) determined that the Offer and the Merger are advisable and fair to and in the best interests of, the stockholders of the Company, (B) approved and adopted the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, (C) resolved to recommend acceptance of the Offer and approval and adoption of the agreement of merger contained in this Agreement by the stockholders of the Company and (D) irrevocably taken all necessary steps to approve Parent and Purchaser becoming “interested stockholders” within the meaning of Section 203 of the DGCL and causing said Section 203 to be inapplicable to Parent and Purchaser and to the Merger, the Stockholder Tender Agreement and the acquisition of Shares pursuant to the Offer and the Stockholder Tender Agreement. No other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the MergerMerger and the agreement of merger (within the meaning of Section 251 of the DGCL contained within this Agreement), the approval and adoption of the Merger and agreement of merger contained in this Agreement by the holders of a majority of the outstanding Shares Company Common Stock prior to consummation of the extent required by Merger (unless the Company's Restated Certificate Merger is consummated pursuant to Section 253 of Incorporation and by applicable lawthe DGCL)). This Agreement has been duly and validly executed and delivered by the Company andand constitutes a valid, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes valid legal and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except that such as enforceability (i) may be limited by applicable bankruptcy, insolvency, moratorium or other reorganization, moratorium, fraudulent transfer and similar laws affecting or Laws of general applicability relating to the enforcement of or affecting creditors' ’ rights generally (the "Bankruptcy Exceptions") and (ii) is subject to or by general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itprinciples.

Authority Relative to this Agreement. The Company has RECOMMENDATION. Parent and Merger Sub each have all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by Parent and the Tender and Voting Agreement by the Company Merger Sub and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions so contemplated hereby or thereby (other than, with respect to than the Merger, the adoption and approval and adoption of the Merger and this Agreement by the holders of a majority of the outstanding Shares to shares of Parent Common Stock and Merger Sub Common Stock in accordance with the extent required by requirements of the Company's Restated Certificate of Incorporation and by applicable lawNYSE). This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserCompany, constitutes a legal, valid and binding obligation of the Company Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The members of the Board of Directors of Parent (the Company has"PARENT BOARD"), present at a meeting of the Company Parent Board Meetingat which a quorum was present, approved duly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby Merger in accordance with the DGCL and therebyParent's Amended and Restated Certificate of Incorporation (the "CERTIFICATE OF INCORPORATION") and By-laws, determined (ii) determining that this Agreement and the Merger are fair to and in the best interests of the stockholders of Parent, (iii) determining that the Offer Price consideration to be received by the holders of Shares pursuant to the Offer and paid in the Merger is fair to and in the Shareholders, recommended best interests of the stockholders of Parent and (iv) recommending that the Shareholders stockholders of Parent adopt and approve and adopt this Agreement; which resolutions have not been subsequently rescinded, 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 modified or not the Board of Directors of the Company determines at withdrawn in any time subsequent to the Company Board Meeting that this Agreement no longer advisable and recommends that Shareholders reject itway.

Authority Relative to this Agreement. The Company Each of Parent and Merger Sub has all necessary requisite corporate power and authority to to: (i) execute and deliver this Agreement; and (ii) assuming the approval of the Parent Charter Amendment and the issuance of shares of Parent Common Stock pursuant to this Agreement by the holders of a majority of the outstanding shares of Parent Common Stock present and entitled to vote thereon at the Parent Special Meeting (or at any adjournment or postponement thereof) (the “Parent Stockholder Approval”) and the adoption of this Agreement and the Tender and Voting Agreement and approval of the transactions contemplated hereby, including the Merger, by Parent as the sole stockholder of Merger Sub, to consummate the transactions contemplated hereby and therebyhereby, including the Merger. The execution and delivery of this Agreement and the Tender and Voting Agreement by the Company Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby hereby, including the Merger, have been duly and validly authorized and approved by the Board boards of Directors directors of the Company Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub (other than obtaining the Company 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 or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other thanhereby, with respect to including the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserCompany, constitutes a valid and binding obligation agreement of the Company each of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except to the extent that such its enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general by principles of equity and any implied covenant of good faith and fair dealing. The Board , regardless of Directors of the Company has, whether enforcement is sought in equity or 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 itlaw.

Authority Relative to this Agreement. The Company Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver deliver, and to perform its obligations under, this Agreement and the Tender Company Option Agreement and, subject to obtaining the necessary approval of its stockholders, to consummate the Merger and Voting the other provisions contemplated hereby and thereby under applicable law. The execution and delivery by Parent and Merger Sub of this Agreement and to consummate the Company Option Agreement, and the consummation of the Merger and the transactions contemplated hereby and thereby. 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 Parent and Merger Sub and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize or approve this Agreement or the Tender and Voting Company Option Agreement or to consummate the Merger or other transactions contemplated hereby or and thereby (other than, with respect to the Merger, the than approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the CompanyParent's Restated Certificate of Incorporation and stockholders required by applicable law). This Agreement has and the Company Option Agreement have been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserAgreement, constitutes is a valid and binding obligation of the Company Parent and Merger Sub, enforceable against the Company them in accordance with its terms, except to the extent that such its enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' creditors rights generally or by general equitable principles. The shares of Parent Common Stock to be issued by Parent pursuant to the Merger, as well as the Parent Options and the shares of Parent Common Stock to be issued upon exercise thereof: (i) have been duly authorized, and, when issued in accordance with the "Bankruptcy Exceptions") terms of the Merger and this Agreement (or the applicable option agreements), will be validly issued, fully paid and nonassessable and will not be subject to preemptive rights, (ii) is subject to general principles be listed on the OTC-BB Market and (iii) will be issued free and clear of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itLiens.

Authority Relative to this Agreement. The Company has all necessary the requisite ------------------------------------ corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by its stockholders as set forth in Section 6.1, to perform its obligations hereunder. Assuming the accuracy of Purchaser's representation as to the ownership of Shares and Preferred Shares, the Tender and Voting Agreement and to consummate the transactions contemplated hereby and thereby. 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 by this Agreement have been (i) duly and validly authorized and approved 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 (iii) approved by a Committee of "Disinterested Directors", as such term is defined in, and in accordance with, Section 10-1221 of the 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 the Company are necessary to authorize or approve consummate this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealinghereby. The Board of Directors of the Company has, at has approved Sub and Purchaser and or any other direct or indirect wholly-owned subsidiary of BHP to which BHP may assign its rights hereunder becoming "Interested Stockholders" as defined in Section 203 of the Delaware Law pursuant to the terms of this Agreement. This Agreement has been duly executed and delivered by the Company Board Meetingand constitutes a valid and binding obligation of the Company, approved 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 adopted performance of this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other consummation by it of the transactions contemplated hereby hereby, other than any such breaches, violations, rights or encumbrances which will not, and therebywould not reasonably be expected to individually or in the aggregate, determined have a Material Adverse Effect. Other than in connection with or in compliance with the provisions of the Delaware Law, Arizona Law, the Exchange Act, the securities or blue-sky laws of the various states of the United States and the H-S-R Act, and except as set forth in Schedule 4.4(b), no authorization (other than such Authorizations that are the Offer Price to be received subject of Section 4.11), consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the holders Company of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt transactions contemplated by 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 Company has all necessary corporate requisite limited liability company or similar power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery of this Agreement and the Tender and Voting Agreement by Transaction Documents to which it is a party, the Company performance of its obligations thereunder and the consummation by the Company of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized and approved by all required limited liability company or other action on the Board of Directors part of the Company and no other corporate limited liability company or other proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement Transaction Documents to which it is a party or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)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 the Company and, assuming the due and valid authorization, execution and delivery of this Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by Parent the other parties thereto, this Agreement constitutes, and each of the Purchaserother Transaction Documents to which it is a party will constitute, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company it in accordance with its their respective terms, except that such enforceability (i) may be as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the enforcement effect of creditors' rights generally (the "Bankruptcy Exceptions") statutory and (ii) is other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, (regardless whether such enforceability is considered in a proceeding at the Company Board Meeting, approved and adopted this Agreementlaw or in equity) (collectively, the Offer, the Merger, the Tender “Bankruptcy 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 itEquity Principles”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Tender and Voting Agreement Company, the performance by the Company of its obligations hereunder, 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 all necessary corporate action and no other corporate proceedings on the part of the Company are necessary pursuant to the Charter or the MGCL to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions so contemplated hereby or thereby (other than, with respect to the Merger, than the approval and adoption of the Merger and this Agreement by the affirmative vote of the holders of a majority at least two-thirds of the voting power of the outstanding Shares shares of Company Common Stock entitled to vote thereon (the extent required by the Company's Restated Certificate of Incorporation and by applicable law"Company Requisite Vote")). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement hereof by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting or relating to the enforcement of or affecting creditors' rights generally generally, and general equitable principles (whether considered in a proceeding in equity or at law). The board of directors of the Company (the "Bankruptcy ExceptionsCompany 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) is subject resolved to general principles recommend the approval of equity the Merger to the stockholders of the Company, and any implied covenant of good faith and fair dealing. The Board of Directors (iii) directed that the Merger be submitted to the stockholders of the Company has, at for their approval. The only vote of the stockholders of 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 required pursuant to the Offer and Charter or the MGCL to approve 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 itRequisite Vote.

Authority Relative to this Agreement. The Company Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver deliver, and to perform its obligations under, this Agreement and the Tender Company Option Agreement, under applicable law. The execution and Voting delivery by Parent and Merger Sub of this Agreement and to consummate 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 part of Parent and Merger Sub. The This Agreement 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 and the Tender and Voting Company Option 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 the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other thanCompany, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of is a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes valid and binding obligation of the Company Parent and Merger Sub, enforceable against the Company them in accordance with its terms, except to the extent that such its enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' creditors rights generally or by general equitable principles. The shares of Parent Common Stock to be issued by Parent pursuant to the Merger, as well as the Parent Options and the shares of Parent Common Stock to be issued upon exercise thereof: (i) have been duly authorized, and, when issued in accordance with the "Bankruptcy Exceptions") terms of the Merger and this Agreement (or the applicable option agreements), will be validly issued, fully paid and nonassessable and will not be subject to preemptive rights, (ii) is subject to general principles will, when issued in accordance with the terms of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to (or the Shareholders at applicable option agreements), be registered under the Special Meeting Securities Act, and registered or exempt from registration under applicable United States "Blue Sky" laws and (if required to consummate iii) will, when issued in accordance with the Merger) if the Purchaser purchases Shares pursuant to the Offer whether or not the Board of Directors terms of the Company determines at any time subsequent to the Company Board Meeting that Merger and this Agreement no longer advisable and recommends that Shareholders reject it(or the applicable option agreements), be listed on the Nasdaq National Market.

Authority Relative to this Agreement. The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated hereby and therebycarry out its obligations hereunder. The execution execution, delivery and delivery performance 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 Company's Board of Directors of the Company Directors, and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (hereby, other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock (the "Requisite Company Vote"). Subject to the extent required by the Company's Restated Certificate of Incorporation and by applicable law). This foregoing, this Agreement has been duly and validly executed and delivered by the Company and, and (assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes a valid and binding obligation of Parent and Merger Sub) constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by subject to applicable bankruptcy, reorganization, insolvency, moratorium or and other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") from time to time in effect and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealingequitable principles. The At a meeting on July 9, 2000, the Board of Directors of the Company has(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, at (ii) unanimously determined that the Merger is advisable, fair to, and in the best interests of, the stockholders of the Company Board Meeting, approved and adopted has determined to recommend to the stockholders the approval of this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that (iii) unanimously approved the Offer Price to be received by the holders of Shares pursuant to the Offer Company Voting Agreement and the Merger is fair transactions contemplated thereby. The Board of Directors has taken all necessary action so as to render Section 203 of the Shareholders, recommended that Delaware Corporate Law and Article Seventh of the Shareholders approve Company's Amended and adopt this Agreement, Restated Certificate of Incorporation inapplicable to the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of by 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 itAgreement.

Authority Relative to this Agreement. The Subject only to the approval of the Company's stockholders as described below, the Company has 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 Tender Closing and Voting Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Company of this Agreement and each instrument required hereby to be executed and delivered at the Tender and Voting Agreement Closing 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 all necessary corporate proceedings action on the part of the Company are necessary Company, subject only to authorize or approve the approval of this Agreement or and the Tender and Voting Agreement or to consummate Merger by the transactions contemplated hereby or thereby (other than, with respect to Company's stockholders by the Merger, the approval and adoption affirmative vote of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent shares of Company Common Stock as required by the Company's Restated Certificate of Incorporation GCL and by applicable law)the Company Charter. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserMerger Sub, constitutes the legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except that as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to the enforcement of 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 "Bankruptcy Exceptions") and (ii) is subject to general principles date of equity and any implied covenant of good faith and fair dealing. The this Agreement, the Board of Directors of the Company hashas unanimously determined that it is fair to, at advisable and in the best interests of the Company's stockholders for the Company Board Meeting, approved to enter into a business combination with Parent upon the terms and adopted subject to the conditions of this Agreement, and has unanimously recommended as of the Offer, the Merger, the Tender and Voting date of this 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 Company's stockholders approve and adopt this AgreementAgreement 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 and tender their Shares pursuant to by 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 Company's Board of Directors under the provisions of Section 203 of the Company determines at any time subsequent GCL such that Section 203 of the GCL does not apply to the Company Board Meeting that 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 longer advisable and recommends that Shareholders reject itother 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 Company Each of Parent and Merger Sub has all necessary full corporate power and authority authority, to execute and deliver this Agreement and the Tender Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and Voting Agreement thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Parent and Merger Sub of this Agreement and the Tender and Voting Agreement by the Company Ancillary Agreements to which it is a party and the consummation by the Company each of Parent and a Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action by the respective Boards of Directors of Parent and approved by Merger Sub, and no other action on the part of the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary either Parent or Merger Sub is required to authorize or approve the execution, delivery and performance of this Agreement or and the Tender Ancillary Agreements to which it is a party and Voting Agreement or to consummate the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)thereby. This Agreement has and the Ancillary Agreements to which Parent and/or Merger Sub is a party have been or will be, as applicable, duly and validly executed and delivered by the Company Parent and/or Merger Sub, as applicable, and, assuming the due and valid authorization, execution and delivery of this Agreement hereof by Parent and the PurchaserCompany and/or the other parties thereto, constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Company Parent and/or Merger Sub, as applicable, enforceable against the Company Parent and/or Merger Sub, as applicable, in accordance with its respective terms, except that such as the enforceability (i) thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting or Laws relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to by general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itequity.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Tender and Voting Agreement and Required Company Vote (as hereinafter defined), to consummate the transactions contemplated hereby and therebyhereby. The execution Company Board, acting upon the unanimous recommendation of the Independent Committee, has duly and validly authorized the execution, delivery and performance of this Agreement and the Tender and Voting Agreement by the Company and approved the consummation by the Company of the transactions contemplated hereby hereby, and thereby have been has at a meeting duly called and validly authorized held, (i) approved, and approved by declared advisable, the Board Merger, this Agreement, the Plan of Directors Merger and the other transactions contemplated hereby; (ii) with respect to and based on the facts and circumstances as of the date hereof, determined that such transactions are advisable and fair to, and in the best interests of, the Company and its shareholders; and (iii) resolved to recommend that the shareholders of the Company approve and no adopt this Agreement and to authorize and approve the Plan of Merger. No other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable lawRequired Company Vote). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserMerger Sub, constitutes valid a valid, legal and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws affecting or Laws of general applicability relating to the enforcement of or affecting creditors' ’ rights generally and to general equity principles (the "“Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itEquity Exception”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. 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 all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions so contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the holders of a majority in voting power of the outstanding Shares to shares of Company Common Stock voting together as a single class and the extent filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the Company's Restated Certificate DGCL). The Board of Incorporation Directors of the Company at a meeting duly called and by applicable law)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 the Company and, assuming the due and valid authorization, execution and delivery of this Agreement hereof by Parent and the PurchaserNewco, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting or relating to the enforcement of or affecting creditors' rights generally generally, general equitable principles (the "Bankruptcy Exceptions"whether considered in a proceeding in equity or at law) and (ii) is subject to general principles of equity and any an implied covenant of good faith and fair dealing. The Board only vote of Directors the stockholders of the Company has, at required to adopt this Agreement is 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 affirmative vote 15 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 a majority in voting power of the Company determines at any time subsequent to the Company Board Meeting that this Agreement no longer advisable and recommends that Shareholders reject itoutstanding Shares voting together as a single class.

Authority Relative to this Agreement. The Company Buyer has all necessary the requisite corporate power and authority to execute and deliver deliver, and to perform its obligations under, this Agreement and the Tender and Voting Agreement and Company Option Agreement, subject to consummate obtaining the transactions contemplated hereby and therebynecessary 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 Tender and Voting Agreement by the Company Option Agreement, and the consummation by of the Company of Scheme and 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 all necessary corporate proceedings action on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)Buyer. This Agreement has and the Company Option Agreement have been duly and validly executed and delivered by the Company Buyer and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserCompany Option Agreement by the Company, constitutes is a valid and binding obligation of the Company Buyer, enforceable against the Company Buyer in accordance with its terms, except to the extent that such its enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' creditors rights generally or by general equitable principles. The shares of Buyer Common Stock to be issued by Buyer and allotted pursuant to the Acquisition, as well as the Buyer Options and the shares of Buyer Common Stock to be issued upon exercise thereof: (i) have been duly authorized, and, when issued in accordance with the "Bankruptcy Exceptions") terms of the Scheme and this Agreement, will be validly issued, fully paid and nonassessable and will not be subject to preemptive rights, (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors will, when issued in accordance with the terms of the Company has, at the Company Board Meeting, approved Scheme and adopted this Agreement, be registered or exempt from registration under the OfferSecurities Act, and registered or exempt from registration under applicable United States "Blue Sky" laws and (iii) will, when issued in accordance with the Merger, terms of the Tender Scheme 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, be listed on 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 itNasdaq National Market.

Authority Relative to this Agreement. The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby (including the Merger), and Parent has all necessary corporate power and authority to execute and deliver the Company Voting Agreements and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement by Parent and the Tender and Voting Agreement by the Company Merger Sub and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Parent and approved by the Board of Directors of the Company Merger Sub, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to including the Merger), except that the approval and adoption of the Merger stockholders of Parent may be required by Nasdaq. The execution and this Agreement by holders of a majority delivery of the outstanding Shares Company Voting Agreements by Parent and the consummation by Parent of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize the extent required by Company Voting Agreements, or to consummate the Company's Restated Certificate of Incorporation and by applicable law)transactions contemplated thereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery thereof by Company, constitutes the legal and binding obligations of this Agreement by Parent and the PurchaserMerger Sub, constitutes valid and binding obligation of the Company enforceable against the Company Parent and Merger Sub in accordance with its terms, except that such enforceability (i) as may be limited by bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to by general principles of equity and any implied covenant of good faith and fair dealingequitable principles. The Board 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 Directors Parent, enforceable against Parent in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of the Company has, at the Company Board Meeting, approved creditors' rights generally 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 itgeneral equitable principles.

Authority Relative to this Agreement. The Company has 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 Tender and Voting Agreement and Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. 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 all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, obtaining the approval Company Stockholder Approval and adoption the filing and recordation of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent appropriate merger documents as required by the Company's Restated Certificate of Incorporation and by applicable lawDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserBioSante, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except to the extent that such its enforceability (i) may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws Laws affecting or relating to the enforcement of creditors' ’ rights generally (the "Bankruptcy Exceptions") and (ii) is subject to by general principles of equity and any implied covenant of good faith and fair dealingequitable principles. The Company Board of Directors 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 Company hasDGCL shall not apply to the Merger or any of the transactions contemplated hereby, at and such approvals have not been withdrawn or modified. No other state “moratorium,” “control share,” “fair price” or other takeover statute or regulation is applicable to the Company Board Meeting, approved and adopted this Agreement, with respect to the Offer, the Merger, the Tender and Voting Agreement and Merger or 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 Company has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated hereby and thereby. 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 the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes valid and binding obligation each of the Company enforceable against the Company WSMP and Sub in accordance with its terms. Each of WSMP and Sub has all requisite corporate power and authority to enter into this Agreement, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating and Sub has all requisite corporate power and authority to carry out the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealingMerger contemplated hereby. The Board of Directors of the Company Sub has, at subject to the Company Board Meetingterms and conditions set forth herein: (a) determined that this Agreement and the transactions contemplated hereby, approved and adopted this Agreement, the Offer, including the Merger, are fair to, and in the Tender best interests of, the sole shareholder of Sub; (b) adopted and Voting approved this Agreement and the other transactions contemplated hereby hereby, including the Merger, in all respects; and thereby(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 the terms and conditions set forth herein; (d) determined that the Offer Price to be received by the holders of Shares pursuant to the Offer this Agreement and the Merger is transactions contemplated hereby, including the Merger, are fair to to, and in the Shareholdersbest interests of, recommended that WSMP and its shareholders; (e) on behalf of WSMP as the Shareholders approve sole shareholder of Sub, approved this Agreement and adopt this Agreementthe transactions contemplated hereby, including the Merger and the other transactions contemplated hereby issuance of the Merger Consideration therein, in all respects; and tender their Shares pursuant (f) recommended that the shareholders of WSMP approve the issuance of the Merger Consideration in the Merger, provided, however, that such recommendation may be withdrawn, modified or changed to the 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 extent that the Board of Directors of the Company WSMP, upon making a WSMP Board Determination (as defined in Section 5.9(c) of this Agreement, determines at any time subsequent to the Company Board Meeting that this Agreement no longer advisable and recommends that Shareholders reject itit must do so.

Authority Relative to this Agreement. The Company Buyer has all necessary requisite corporate power and authority to execute and deliver this Agreement, the Escrow Agreement, the Put/Call Agreement, the Environmental Remediation Agreement and the Tender and Voting Agreement Closing Notes and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement, the Escrow Agreement, the Put/Call Agreement, the Environmental Remediation Agreement and the Tender and Voting Agreement by the Company Closing Notes and the consummation by the Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized and approved by the Board of Directors of the Company and no other all requisite corporate proceedings action on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)Buyer. 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 Buyer, and assuming this Agreement, the Company andEscrow Agreement, assuming the due and valid authorizationPut/Call Agreement, execution and delivery of this the Environmental Remediation Agreement by Parent and the PurchaserClosing Notes have been duly authorized, executed and delivered by the Sellers and the other parties thereto, constitutes or will constitute, as applicable, a valid and binding obligation agreement of the Company Buyer, enforceable against the Company Buyer in accordance with its terms, except that (a) such enforceability (i) enforcement may be limited by subject to any bankruptcy, insolvency, moratorium reorganization, moratorium, fraudulent transfer or other similar laws affecting applicable laws, now or hereafter in effect, relating to the or limiting creditors’ rights generally and (b) enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the OfferEscrow Agreement, the MergerPut/Call Agreement, the Tender and Voting Environmental Remediation Agreement and the Closing Notes, including, among other transactions contemplated hereby things, the remedy of specific performance and therebyinjunctive and other forms of equitable relief, determined that the Offer Price may be subject to be received by the holders of Shares pursuant equitable defenses and 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 discretion of the Company determines at court before which any time subsequent to the Company Board Meeting that this Agreement no longer advisable and recommends that Shareholders reject itproceeding therefor may be brought.

Authority Relative to this Agreement. The Company Buyer has all necessary corporate power full corporate, or other power, and authority to execute and deliver this Agreement, the Related Agreements, the CGIC Loan Agreement, the Consent and Support Agreement and the Tender other agreements, documents and Voting 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 hereby and thereby. The execution execution, delivery and delivery performance of this Agreement, the Related Agreements, the CGIC Loan Agreement, the Consent and Support Agreement and the Tender other agreements, documents and Voting instruments to be executed and delivered by Buyer in connection with this Agreement, the Related Agreements, the CGIC Loan Agreement by or the Company Consent and Support Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all the Board necessary action on the part of Directors of the Company Buyer, and no other corporate corporate, or other proceedings on the part of the Company Buyer, are necessary to authorize or approve 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 Tender Consent and Voting Support Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)thereby. This Agreement has been and the Consent and Support Agreement have been, and the Related Agreements, the CGIC Loan Agreement and the other agreements, documents and instruments to be executed and delivered by Buyer in connection with this Agreement, the Related Agreements, the CGIC Loan Agreement or the Consent and Support Agreement as of or prior to the Closing Date will be, duly and validly executed and delivered by Buyer and assuming that this Agreement, the Company andRelated Agreements, assuming the due 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 constitute legal, valid authorization, execution and delivery binding agreements of Seller are (in the case of this Agreement by Parent and the Purchaser, constitutes valid Consent and binding obligation Support Agreement) or will be as of the Company Closing Date (in the case of the Related Agreements, the CGIC Loan Agreement and the other agreements, documents and instruments 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 the Company Buyer in accordance with its their respective terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally (the "Bankruptcy Exceptions") and (ii) is subject to or general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itequity.

Authority Relative to this Agreement. The Company Each of the Seller Parties has all necessary corporate full limited liability company power and authority to execute and deliver this Agreement and, as of the Closing, will have full limited liability company power and authority to execute and deliver the Tender and Voting Agreement Ancillary Agreements, as applicable, and to consummate the transactions contemplated hereby and thereby. 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 have been, and, as of the Closing, the execution and delivery of the Ancillary Agreements and the consummation of the transactions contemplated thereby will have been been, duly and validly authorized and approved by the Board Boards of Directors Managers of each of the Company Seller Parties, and no other corporate limited liability company proceedings on the part of the Company Seller Parties are necessary to authorize or approve this Agreement or or, as of the Tender and Voting Agreement Closing, the Ancillary Agreements, as applicable, or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)thereby. This Agreement has been been, and, as of the Closing, the Ancillary Agreements, as applicable, will be, duly and validly executed and delivered by the Company Seller Parties, as applicable. Assuming that this Agreement and, assuming as of the due and valid authorizationClosing, execution and delivery of this Agreement by Parent and the Purchaser, constitutes Ancillary Agreements constitute valid and binding obligation agreements of the Company respective Buyers, subject to receipt of the Sellers Required Regulatory Approvals and the Buyers Regulatory Required Approvals, this Agreement constitutes, and the Ancillary Agreements will constitute, valid and binding agreements of the Seller Parties, enforceable against the Company Seller Parties in accordance with its their respective terms, except that such enforceability (i) may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws affecting or of general applicability relating to the enforcement of or affecting creditors' ’ rights generally and to general equity principles (the "“Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itEquity Exception”).

Authority Relative to this Agreement. The Subject to the receipt of the Company has Shareholder Approval, the Company and Merger Sub (together, the “Company Parties”) each have or will have all necessary requisite corporate or other organizational power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the Tender other Transaction Agreements to which such Group Company is or will as of the Closing be a party; (b) carry out such Company Party’s obligations hereunder and Voting Agreement thereunder and to (c) consummate the transactions contemplated hereby and therebyTransactions. The Subject to the receipt of the Company Shareholder Approval, the execution and delivery by the Company Parties of this Agreement and the Tender and Voting Agreement by other Transaction Agreements to which it is a party (or to which, as of the Company Closing, it will be a party) and the consummation by the such Company Party of the transactions contemplated hereby and thereby Transactions have been (or, in the case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized and approved by all requisite action on the part of such Company Party (including (x) with respect to the Company, the approval by the Company Board and (y) with respect to Merger Sub, the approval by the board of Directors directors of the Company Merger Sub), and no other corporate proceedings on the part of the any Company Party are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)Transactions. This Agreement has and the other Transaction Agreements to which any Company Party is a party have been (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by the such Company Party and, assuming the due and valid authorization, execution and delivery thereof by the other parties thereto, constitute (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement by Parent and Agreement, will constitute) the Purchaser, constitutes valid legal and binding obligation obligations of the applicable Company Party, enforceable against the such Company Party in accordance with its terms, except that such insofar as enforceability (i) may be limited by applicable bankruptcy, insolvency, moratorium reorganization, moratorium, forbearance or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally or by principles governing the availability of equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity) (the "Bankruptcy “Enforcement Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 Company Purchaser has all necessary corporate requisite limited partnership power and authority to execute and deliver this Agreement and each of the Tender Ancillary Agreements to which Purchaser is a party, to perform its obligations hereunder and Voting Agreement thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Tender and Voting Agreement by the Company such Ancillary Agreements to which Purchaser is a party and the consummation by the Company Purchaser of the such transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite limited partnership action on the Board part of Directors of the Company and no Purchaser. No other corporate limited partnership proceedings on the part of the Company Purchaser or its partners (general or limited) are necessary to authorize or approve the execution, delivery and performance of this Agreement or Agreement, the Tender Ancillary Agreements to which Purchaser is a party and Voting Agreement or to consummate the consummation of the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)thereby. This Agreement has been and the Ancillary Agreements to which Purchaser is a party, and the consummation of the transactions contemplated hereby and thereby, have been, or at the Closing will be, duly and validly executed and delivered by the Company Purchaser, and, assuming the due this Agreement and valid authorizationsuch other agreements have been duly authorized, execution executed and delivery delivered by NAP and Seller, as applicable, each of this Agreement by Parent and the Purchaser, such other agreements constitutes a valid and binding obligation agreement of the Company Purchaser, enforceable against the Company Purchaser in accordance with its terms, except that such as enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating from time to the enforcement of time in effect that affect creditors' ’ rights generally (and by legal and equitable limitations on the "Bankruptcy Exceptions") and (ii) is subject to general principles availability of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itspecific remedies.

Authority Relative to this Agreement. The Company Subject to obtaining Endologix Stockholders' Approval (as defined below), Endologix has all necessary full corporate power and authority to execute and deliver enter into this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and the Tender and Voting Agreement by the Company Endologix and the consummation by the Company Endologix of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of Endologix, the Company Board of Directors of Endologix has agreed to recommend adoption of this Agreement by the stockholders of Endologix and directed that this Agreement be submitted to the stockholders of Endologix for their consideration, and no other corporate proceedings on the part of the Company Endologix or its stockholders are necessary to authorize or approve the execution, delivery and performance of this Agreement or by Endologix and the Tender and Voting Agreement or to consummate consummation by Endologix of the transactions contemplated hereby or thereby (hereby, other than, with respect to than obtaining Endologix Stockholders' Approval. "Endologix Stockholders' Approval" means the Merger, the approval and adoption requisite approvals of the Merger and shareholders of Endologix of this Agreement by holders of a majority of and the outstanding Shares to the extent Merger required by the Company's Restated DGCL, and the Certificate of Incorporation and by applicable law)Bylaws of Endologix, including the conversion of all shares of Endologix Preferred Stock into Endologix Common Stock immediately prior to the Effective Time. This Endologix has received and has provided to Radiance the voting agreements of the Endologix stockholders listed on Schedule 3.3 to approve the Merger. Subject to obtaining Endologix Stockholders' Approval, this Agreement has been duly authorized and validly executed by Endologix and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes a valid and legally binding obligation of the Company Endologix, enforceable against the Company in accordance with its terms, terms except that such enforceability (i) may be as limited by applicable bankruptcy, insolvency, moratorium or reorganization, moratorium, and other similar laws of general application affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") generally, and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received as limited by the holders of Shares pursuant laws relating to the Offer and the Merger availability of specific performance, injunctive relief, or other equitable remedies (regardless of whether such enforceability 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 considered in a proceeding in equity or 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 itlaw).

Authority Relative to this Agreement. The Company Each of Cubist and Acquisition Sub has all necessary full corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform their obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Cubist and Acquisition Sub of this Agreement and the Tender and Voting Agreement by the Company and the consummation by the Company Cubist and Acquisition Sub of the transactions contemplated hereby hereby, and thereby the performance by Cubist and Acquisition Sub of their respective obligations hereunder, have been duly and validly authorized and approved by all necessary action by the Board of Directors of the Company Cubist and Acquisition Sub, and no other corporate proceedings action on the part of the Company are necessary Board of Directors of Cubist and Acquisition Sub is required to authorize or approve the execution, delivery and performance of this Agreement or and the Tender consummation by Cubist and Voting Agreement or to consummate Acquisition Sub of the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)hereby. This Agreement has been duly and validly executed and delivered by the Company Cubist and Acquisition Sub and, assuming the due and valid authorization, execution and delivery of this Agreement hereof by Parent and the PurchaserCompany, constitutes a legal, valid and binding obligation of the Company Cubist and Acquisition Sub enforceable against the Company Cubist and Acquisition Sub in accordance with its respective terms, except that such as the enforceability (i) thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting or Laws relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to by general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itequity.

Authority Relative to this Agreement. The Company has all necessary full corporate power and corporate authority to execute execute, deliver, and deliver perform this Agreement and the Tender Ancillary Documents to which it is a party and, subject to the approval of this Agreement by the holders of Company Common Stock in accordance with Applicable Law and Voting Agreement and the Company's Certificate of Incorporation, to consummate the transactions contemplated hereby and thereby. The execution execution, delivery, and delivery performance by the Company of this Agreement and the Tender and Voting Agreement by the Company Ancillary Documents to which it is a party, and the consummation by the Company it of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized and approved by the Board of Directors of the Company Company, and no other corporate proceedings (other than the approval of this Agreement by the holders of Company Common Stock in accordance with Applicable Law and the Company's Certificate of Incorporation) are required on the part of the Company are necessary to authorize or approve the execution, delivery, and performance by the Company of this Agreement or and such Ancillary Documents and the Tender and Voting Agreement or to consummate consummation by it of the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)thereby. This Agreement has been duly and validly executed and delivered by the Company andand constitutes, assuming and each Ancillary Document executed or to be executed by the due Company has been, or when executed will be, duly executed and valid authorizationdelivered by the Company and constitutes, execution or when executed and delivery of this Agreement by Parent and the Purchaserdelivered will constitute, constitutes a valid and legally binding obligation of the Company Company, enforceable against the Company in accordance with its their respective terms, except that such enforceability (i) may be limited by (i) applicable bankruptcy, insolvency, moratorium or other reorganization, moratorium, and similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and generally, (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors fiduciary obligations under the laws of the Company hasjurisdiction of its incorporation, at (iii) equitable principles which may limit the Company Board Meetingavailability of certain equitable remedies (such as specific performance) in certain instances, 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 (iv) public policy considerations with respect 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 enforceability 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 rights 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 itindemnification.

Authority Relative to this Agreement. The Company Each of SuperShuttle and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated hereby and therebycarry out its obligations hereunder. The execution and delivery of this Agreement by SuperShuttle and the Tender and Voting Agreement by the Company Merger Sub and the consummation by the Company SuperShuttle and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by SuperShuttle and validly authorized and approved by the Board of Directors of the Company Merger Sub, and no other corporate proceedings on the part of the Company SuperShuttle or Merger Sub are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)such transactions. This Agreement has been duly and validly executed and delivered by the Company SuperShuttle and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserTamarack, constitutes a valid and binding obligation of the Company each, enforceable against the Company in accordance with its terms, except that such as the enforceability (i) thereof may be limited by bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to by general principles of equity equity. Except as set forth in the SuperShuttle Disclosure Schedule, neither SuperShuttle nor Merger Sub is subject to, or obligated under, any provision of (a) its Articles or Certificate of Incorporation or Bylaws, (b) any material agreement, arrangement or understanding, (c) any material 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 any implied covenant performance of good faith this Agreement and fair dealing. The Board of Directors the consummation by it of the Company has, at transactions contemplated hereby. Except for such filings to be made pursuant to the Company Board Meeting, approved and adopted this Agreement, the Offer, Merger Statutes in order to effect the Merger, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the Tender part of SuperShuttle or Merger Sub for the consummation by SuperShuttle and Voting Agreement and Merger Sub of 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 Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this 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 Company Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (hereby, other than, with respect to the Merger, than the approval and adoption of the Merger and the adoption of this Agreement by holders of a majority the shares of Company Capital Stock in accordance with the outstanding Shares to DGCL and the extent required by the Company's Restated Certificate of Incorporation and by applicable law)Company Certificate. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of that this Agreement by Parent and constitutes the Purchaser, constitutes valid and binding obligation agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws now or hereafter in effect relating to the enforcement of creditors' ’ rights generally (the "Bankruptcy Exceptions") generally, and (iib) is subject to general principles of equity and any implied covenant (regardless of good faith and fair dealingwhether enforceability is considered in a proceeding in equity or at law). The Board of Directors As of the Company has, at the Company Board Meeting, approved and adopted date of this Agreement, the OfferCompany Board has unanimously, the Mergerby resolutions duly adopted at a meeting duly called and held, the Tender (i) approved, and Voting declared advisable, this Agreement and the other transactions contemplated hereby and therebyVoting Agreement, (ii) determined that the Offer Price to be received by the holders terms of Shares pursuant to the Offer this Agreement and the Merger is Voting Agreement are fair to, and in the best interests of, the Company and its stockholders, (iii) directed that the Company submit the adoption of this Agreement to a vote at the ShareholdersStockholders Meeting, and (iv) subject to Section 7.2, 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 stockholders of the Company determines at any time subsequent to the Company Board Meeting that adopt this Agreement no longer advisable and recommends that Shareholders reject itat the Stockholders Meeting, which resolutions have not as of the date hereof been subsequently rescinded, modified or withdrawn in any way.

Authority Relative to this Agreement. The Company has 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 Tender Company Charter Proposal by a majority of the issued and Voting Agreement 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 hereby and thereby(the "Transactions"). 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 Transactions have been duly and validly authorized and approved by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby Transactions (other thanthan (a) the Company Stockholder Approval, with respect (b) if the shares of Series A Preferred Stock are to the Mergerbe converted pursuant to Section 2.1(d), the approval and adoption of the Merger and this Agreement by holders of a majority of the issued and outstanding Shares 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 extent required approval of this Agreement by a majority of the Company's Restated Certificate issued and outstanding shares of Incorporation Series E Preferred Stock (the "Series E Preferred Stock Approval") and by applicable law(d) the Merger Filing). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement thereof by Parent News Corp., Fox and the PurchaserMerger Sub, constitutes the legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (and by equitable principles to which the "Bankruptcy Exceptions") remedies of specific performance and (ii) is injunctive and similar forms of relief are subject and except that rights to indemnity hereunder may be subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of Federal or state securities laws or 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 itpolicies underlying such laws.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby and therebyhereby. 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 all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the holders of a majority of the outstanding Shares shares of Company Common Stock entitled to vote with respect thereto at the extent Company Stockholders’ Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the Company's Restated Certificate of Incorporation and by applicable lawDelaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaserother parties hereto, constitutes the legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability (i) hereof may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general by principles of equity and any implied covenant regarding the availability of good faith and fair dealingremedies. The Board board of Directors directors of Company has unanimously determined that it is fair to, advisable and in the best interests of Company’s stockholders for Company has, at to enter into a business combination with Parent upon the Company Board Meeting, approved terms and adopted subject to the conditions of 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, has unanimously recommended that the Shareholders Company’s stockholders approve and adopt this AgreementAgreement 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 and tender their Shares pursuant 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 the Offer and approved the submission of 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 Shareholders at shares of Company Common Stock, the Special Meeting (if required to consummate the Merger) if the Purchaser purchases Shares pursuant to the Offer whether Merger or not the Board of Directors any of the Company determines at any time subsequent to the Company Board Meeting that other transactions contemplated by this Agreement no longer advisable and recommends that Shareholders reject itAgreement.

Authority Relative to this Agreement. The Company execution, delivery and performance of this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by each such Seller who is not an individual, and the consummation of the transactions contemplated by this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto have been duly and validly authorized by all requisite trust, corporate, limited partnership or limited liability company action, as applicable, on the part of each such Seller who is not an individual and no other trust, corporate or similar actions or proceedings on the part of such Seller is necessary to authorize the execution, delivery and performance by such Seller of this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by such Seller or for such Seller to consummate the transactions so contemplated. Each such Seller who is a natural person has all necessary corporate power the capacity and authority to execute execute, deliver and deliver perform this Agreement and the Tender all other agreements and Voting Agreement instruments executed in connection herewith or delivered pursuant hereto by each such Seller, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of by this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto, without the Tender necessity of any act or consent of any other person. For each such Seller who is a trust, the trustee has the capacity and Voting Agreement by the Company authority to execute, deliver 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 the Company are necessary to authorize or approve perform this Agreement and all other agreements and instruments executed in connection herewith or the Tender delivered pursuant hereto by each such Seller, and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and by this Agreement by holders and all other agreements and instruments executed in connection herewith or delivered pursuant hereto, without the necessity of a majority any act or consent of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)any other person. This Agreement has been and all other agreements and instruments executed in connection herewith or delivered pursuant hereto have been, or will be, duly and validly executed and delivered by the Company such Seller and, assuming the due and valid authorization, execution and delivery of with respect to this Agreement and any other such agreement, assuming it has been duly authorized, executed and delivered by Parent and the Purchaserany other party, constitutes constitutes, or will constitute when executed, a valid and binding obligation agreement of the Company such Seller, enforceable against the Company such Seller in accordance with its terms, except that such enforceability (ia) enforcement may be limited by subject to any bankruptcy, insolvency, moratorium reorganization, moratorium, fraudulent transfer or other similar laws affecting laws, now or hereafter in effect, relating to the or limiting creditors’ rights generally, and (b) enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offerincluding, among other things, the Mergerremedy of specific performance and injunctive and other forms of equitable relief, the Tender may be subject to equitable defenses 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 discretion of the Company determines at court before which any time subsequent to the Company Board Meeting that this Agreement no longer advisable and recommends that Shareholders reject itproceeding therefor may be brought.

Authority Relative to this Agreement. The Company If Stockholder is a trust, Stockholder is validly existing and has all necessary corporate trust power and authority to execute and deliver this Agreement and the Tender and Voting Agreement Agreement, to perform its obligations hereunder and to consummate the transactions to be consummated by it as contemplated hereby hereby; if Stockholder is a natural Person, Stockholder has full legal power and therebycapacity to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions to be consummated by it as contemplated hereby. The execution execution, delivery and delivery performance of this Agreement and the Tender and Voting Agreement by the Company Stockholder and the consummation by the Company Stockholder of the transactions to be consummated by it as contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company Stockholder, and no other corporate proceedings on the part of the Company Stockholder are necessary to authorize or approve this Agreement or the Tender and Voting Agreement Agreement, to perform such obligations or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)such transactions. This Agreement has been duly and validly executed and delivered by the Company Stockholder and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company Stockholder, enforceable against the Company Stockholder in accordance with its terms, terms (except to the extent that such enforceability (i) enforcement may be limited by bankruptcy, insolvency, moratorium moratorium, reorganization or other similar laws Laws affecting or relating to the enforcement of creditors' creditors rights generally (the "Bankruptcy Exceptions") and (ii) is subject to or by general principles of equity equity). To the extent Stockholder is married 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 its Shares constitute community property or if spousal or 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 approval 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 required for this Agreement to the Shareholders at the Special Meeting be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Stockholder’s spouse, enforceable against such spouse in accordance with its terms (if required to consummate the Merger) if the Purchaser purchases Shares pursuant except to the Offer whether extent that enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or not other similar Laws affecting the Board enforcement of Directors creditors rights generally or by general principles of the Company determines at any time subsequent to the Company Board Meeting that this Agreement no longer advisable and recommends that Shareholders reject itequity).

Authority Relative to this Agreement. The Company (a) Each of Parent, Merger Sub and SP Sub has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, and, subject to obtaining the Tender and Voting Agreement necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger, the Stock Purchase and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by each of Parent, Merger Sub and the Tender and Voting Agreement by the Company SP Sub and the consummation by the Company each of Parent and Merger Sub of the Merger, SP Sub of the Stock Purchase and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized and approved by all necessary corporate action, and, subject to obtaining the Board of Directors necessary approvals of the Company and stockholders of Parent, no other corporate proceedings on the part of the Company Parent, Merger Sub or SP Sub are necessary to authorize or approve this Agreement or the Tender and Voting Agreement or to consummate the Stock Purchase, the Merger and the other transactions contemplated hereby or thereby by this Agreement (other than, than with respect to the Merger, the approval filing and adoption recordation contemplated by Section 1A.02 of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent appropriate merger documents as required by the Company's Restated Certificate of Incorporation and by applicable lawDGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent Pihana, STT Communications and the Purchaseri-STT constitutes a legal, constitutes valid and binding obligation of the Company each of Parent, Merger Sub and SP Sub, enforceable against the Company each of Parent, Merger Sub and SP Sub in accordance with its terms, except that such enforceability (i) may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws Laws affecting or relating creditors’ rights generally and subject, as to enforceability, to the enforcement effect of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealingequity. The Board of Directors only vote of the Company has, at stockholders of Parent required in order to consummate 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 this Agreement related to the Offer and Combination is 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 approval 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 by a majority of the Company determines shares of Parent Common Stock present or represented by proxy at any time subsequent to a special meeting of stockholders of Parent at which a quorum of fifty percent of the Company Board Meeting that this Agreement no longer advisable and recommends that Shareholders reject itoutstanding shares of the Parent Common Stock is present.

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the Tender Stock Option Agreement and, subject to adoption of this Agreement by its stockholders as set forth in Section 6.1, to perform its obligations hereunder and Voting Agreement thereunder. Assuming the accuracy of Purchaser's representation as to the ownership of Shares and to consummate that no pension or employee benefit plan of any of Parent, Purchaser or any of their subsidiaries owns (beneficially or otherwise) any Shares, the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Tender and Voting Stock Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement and thereby the Stock Option Agreement have been duly and validly authorized and approved by the Board of Directors of the Company and prior to Parent or Purchaser becoming an "INTERESTED STOCKHOLDER" as defined in Section 203 of the Delaware 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 the Company are necessary to authorize or approve consummate this Agreement or the Tender and Voting Agreement or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to general principles of equity and any implied covenant of good faith and fair dealinghereby. The Board of Directors of the Company has, at has approved Purchaser and or any other direct or indirect wholly owned subsidiary of Parent which would be able to make the Company Board Meeting, approved representations and adopted warranties in Article III applicable to Purchaser to which Parent may assign its rights hereunder becoming "INTERESTED STOCKHOLDERS" as defined in Section 203 of the Delaware Law pursuant to the terms of this Agreement, the Offer, the Merger, the Tender and Voting . This Agreement and the other transactions contemplated hereby Stock Option Agreement have been duly executed and thereby, determined that the Offer Price to be received delivered by the holders Company and constitute valid and binding obligations of Shares pursuant the Company, enforceable in accordance with their respective terms except to the Offer 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 in SECTION 4.4 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its certificate or articles of incorporation or by-laws, (b) 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 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 performance of this Agreement and the consummation by it of the transactions contemplated hereby, other than, in the case of clauses (b), (c) and (d), any such breaches, violations, rights or encumbrances which will not, and would not reasonably be expected to individually or in the Shareholders at aggregate, have a Material Adverse Effect. Other than in connection with or in compliance with the Special Meeting (if required to consummate provisions of the Merger) if Delaware Law, the Purchaser purchases Shares pursuant to Exchange Act, the Offer whether securities or not blue-sky laws of the Board various states of Directors the United States and the H-S-R Act, and except as set forth in SECTION 4.4 of the Company determines at Disclosure Schedule, no authorization (other than such Authorizations that are the subject of Section 4.11), consent or approval of, or filing with, any time subsequent to public body, court or authority is necessary for the consummation by the Company Board Meeting that of the transactions contemplated by this Agreement no longer advisable and recommends that Shareholders reject itother than any authorization, consent or approval the failure to obtain, or any filing the failure to perform, would not reasonably be expected to have a Material Adverse Effect.

Authority Relative to this Agreement. The Company Each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement and the Tender Ancillary Agreements to which it is a party, to perform its obligations hereunder and Voting Agreement thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Parent and Merger Sub of this Agreement and the Tender and Voting Agreement by the Company Ancillary Agreements to which it is a party and the consummation by the Company each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary action by the Board of Directors of Parent and Merger Sub and the Company sole stockholder of Merger Sub, and no other corporate proceedings action on the part of the Company are necessary Board of Directors or stockholders of each of Parent and Merger Sub is required to authorize or approve the execution, delivery and performance of this Agreement or and the Tender Ancillary Agreements to which it is a party and Voting Agreement or to consummate the consummation by each of Parent and Merger Sub of the transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the outstanding Shares to the extent required by the Company's Restated Certificate of Incorporation and by applicable law)thereby. This Agreement has and the Ancillary Agreements to which Parent is a party have been or will be, as applicable, duly and validly executed and delivered by the Company Parent and, assuming the due and valid authorization, execution and delivery of this Agreement hereof by Parent and the PurchaserCompany and/or the other parties thereto, constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Company each of Parent and Merger Sub enforceable against the Company each of Parent and Merger Sub in accordance with its their respective terms, except that such as the enforceability (i) thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting or Laws relating to the enforcement of creditors' rights generally (the "Bankruptcy Exceptions") and (ii) is subject to by general principles of equity and any implied covenant of good faith and fair dealing. The Board of Directors of the Company has, at the Company Board Meeting, approved and adopted this Agreement, the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated hereby and thereby, determined that the Offer Price to be received by the holders of Shares pursuant to the Offer and the Merger is fair to the Shareholders, recommended that the Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender their Shares pursuant to the Offer and approved the submission of this Agreement to the Shareholders at the Special Meeting (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 itequity.