Common use of Authority for Agreement Clause in Contracts

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Mergers and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholder.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I each of Parent and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I each of Parent and Merger Sub II of the Mergers Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action, action on the part of each of Parent and Merger Sub and no other corporate proceedings on the part of Parent, each of Parent and Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyby this Agreement (other than the filing and recordation of appropriate merger documents as required by the DGCL and the DLLC Act). This Agreement has been duly executed and delivered by Parent, Merger Sub I each of Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I each of Parent and Merger Sub II enforceable against Parent, Merger Sub I each of Parent and Merger Sub II in accordance with its termsterms subject, except as to enforcement thereof may be limited against Parentof remedies, Merger Sub I or Merger Sub II by (a) to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights and similar Laws relating remedies of creditors generally and to or affecting creditors’ rights generally, the effect of general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powersequity. As The affirmative vote of the date holders of the outstanding units of interest in Merger Sub entitled to vote at a duly called and held meeting of unitholders is the only vote of the holders of membership units of Merger Sub necessary to approve and adopt this Agreement, the board Merger and the other transactions contemplated by this Agreement. (b) The Board of directors Directors of each Merger Sub Parent has unanimously (i) determined that it is this Agreement and the other transactions contemplated hereby, including the Merger, are advisable and in the best interests of such Merger Sub, Parent and declared it advisable, to enter into this Agreement, Parent’s stockholders and (ii) approved the execution, delivery and performance of adopted this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers Merger. (c) The Board of Managers of Merger Sub has unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Merger, are advisable and in the best interests of Merger Sub and Merger Sub’s stockholder, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger and (iii) resolved to recommend the approval and adoption of this Agreement, the Mergers Agreement and the other transactions contemplated hereby Merger by the sole member of Merger Sub. (d) Parent, in its capacity as sole shareholdermember of Merger Sub, has unanimously approved and adopted this Agreement and the Merger.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II (a) Such Person has all necessary corporate or company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II such Person of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II each such Person of the Mergers Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action, or company action and no other corporate or company proceedings on the part of Parent, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, such Person are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyby this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the Parent Required Vote and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II such Person and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II each of such Persons enforceable against Parent, Merger Sub I and Merger Sub II such Person in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II such Person by (ai) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or laws, both state and federal, affecting the enforcement of creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, general as from time to time in effect, effect or (bii) the exercise by courts of equity powers. As . (b) At a meeting duly called and held on February 5, 2001, the Board of Directors of the Parent (i) determined that this Agreement and the other transactions contemplated herein, including the Merger, are advisable, fair to and in the best interests of the Parent and the Parent Stockholders, (ii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated herein, (iii) recommended approval and adoption of this Agreement and the Merger by the Parent Stockholders, and (iv) to the extent not previously established, established a record date and meeting date and time for the Parent Stockholders' Meeting. (c) The Parent's financial advisor has delivered to the Board of Directors of the Parent its written opinion, dated as of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests that, as of such Merger Subdate and based on the assumptions, qualifications and declared it advisablelimitations contained therein, to enter into the transactions contemplated by this Agreement, (ii) approved including the executionMerger, delivery and performance of this Agreement by such Merger Sub and the consummation Securities Purchase Agreement are fair to the Parent from a financial point of view. A copy of such opinion has been provided to the Company. The Board of Directors of the Parent has received as of the date hereof from its financial advisor consent to the inclusion of its name in any documents to be delivered to the Parent Stockholders in connection with the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of by this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholder.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II XXX has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the XXX Member Approval and the Governmental Consents, to consummate the Mergers XXX Transaction and the other transactions contemplated by this Agreementhereby. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II XXX of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II XXX of the Mergers XXX Transaction and the other transactions contemplated by this Agreementhereby, have been duly authorized by all necessary corporate actionaction (including the approval of the XXX Board, upon the recommendation of the XXX Special Committee), and no other corporate proceedings on the part of Parent, Merger Sub I XXX or Merger Sub IIany of its Subsidiaries, and no other votes or approvals of any XXX Member or class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub IIany Subsidiary of XXX, are necessary to authorize this Agreement or to consummate the Mergers XXX Transaction or the other transactions contemplated herebyhereby (other than, with respect to the consummation of the XXX Transaction, the XXX Member Approval), subject to the Governmental Consents. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II XXX and, assuming the due authorization, execution and delivery by the CompanySTFC, LMHC and Merger Subs, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II XXX enforceable against Parent, Merger Sub I and Merger Sub II XXX in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II XXX by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, rehabilitation, conservatorship, liquidation, receivership and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, effect or (b) the exercise by courts of the general principles of equity, whether considered in a proceeding at law or in equity powers(the “Bankruptcy and Equity Exception”). As The XXX Board, in compliance with all applicable Law, upon the recommendation of the date of XXX Special Committee, duly adopted resolutions (a) determining that this Agreement, the board Plan of directors of each Merger Sub has (i) determined that it is Reorganization, the Amended Organizational Documents, the XXX Transaction and the other transactions contemplated by this Agreement are in the best interests of such Merger SubXXX and fair and equitable to the XXX Members, (b) approving this Agreement, the XXX Transaction and declared it advisable, to enter into the other transactions contemplated by this Agreement, (iic) approved adopting the executionPlan of Reorganization, delivery and performance (d) directing the approval of this Agreement by such Merger Sub the Plan of Reorganization and the consummation Amended Organizational Documents be submitted to a vote of the transactions contemplated herebyXXX Members at the XXX Members Meeting, including the Mergers and (iiie) resolved resolving to recommend the approval of this Agreementthe Plan of Reorganization and the Amended Organizational Documents by the XXX Members, and (f) authorizing the Plan of Reorganization, the Mergers Amended Organizational Documents and other necessary materials be filed with the Superintendent. The only vote of the XXX Members required to approve the Plan of Reorganization and the other transactions contemplated hereby by its sole shareholderAmended Organizational Documents is the XXX Member Approval.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II the Company of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II the Company of the Mergers Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate actionaction (including the approval of the Company Board of Directors), and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub IIthe Company, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub IIthe Company, are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyhereby (other than, with respect to the consummation of the Merger and the adoption of this Agreement, the Company Required Vote). This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II the Company and, assuming the due authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II the Company enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the board Company Board of directors of each Merger Sub Directors has unanimously adopted resolutions (i) determined determining that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers Merger and the other transactions contemplated hereby are fair, advisable and in the best interests of the Company and the Company Stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated hereby and (iii) declaring this Agreement is fair to, advisable and in the best interests of the Company and the Company Stockholders and recommending the adoption by its sole shareholderthe Company Stockholders of this Agreement, the Merger and the other transactions contemplated hereby. The only vote of the Company Stockholders required to adopt this Agreement, the Merger and the other transactions contemplated hereby is the Company Required Vote.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II STFC has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the STFC Shareholder Approval and the Governmental Consents, to consummate the Mergers STFC Merger and the other transactions contemplated by this Agreementhereby. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II STFC of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II STFC of the Mergers STFC Merger and the other transactions contemplated by this Agreementhereby, have been duly authorized by all necessary corporate actionaction (including the approval of the STFC Board, upon the recommendation of the STFC Special Committee), and no other corporate proceedings on the part of Parent, Merger Sub I STFC or Merger Sub IIany of its Subsidiaries, and no other votes or approvals of any STFC Shareholder or class or series of capital stock of STFC or share capital any Subsidiary of Parent, Merger Sub I or Merger Sub IISTFC, are necessary to authorize this Agreement or to consummate the Mergers STFC Merger or the other transactions contemplated herebyhereby (other than, with respect to the consummation of the STFC Merger and the adoption of this Agreement, the STFC Shareholder Approval), subject to the Governmental Consents. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II STFC and, assuming the due authorization, execution and delivery by the CompanyXXX, LMHC and Merger Subs, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II STFC enforceable against Parent, Merger Sub I and Merger Sub II STFC in accordance with its terms, except as enforcement thereof may be limited against ParentSTFC by the Bankruptcy and Equity Exception. The STFC Board, Merger Sub I or Merger Sub II by in compliance with all applicable Law, upon the recommendation of the STFC Special Committee, duly adopted resolutions (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of determining that this Agreement, the board of directors of each STFC Merger Sub has (i) determined that it is and the other transactions contemplated by this Agreement are fair and in the best interests of such Merger Subthe STFC Shareholders, and declared it advisable, to enter into (b) approving this Agreement, (iic) approved directing that the execution, delivery adoption of this Agreement be submitted to a vote of the STFC Shareholders at the STFC Shareholders Meeting and performance (d) resolving to recommend the adoption of this Agreement by such Merger Sub and the consummation STFC Shareholders. The only vote of the transactions contemplated hereby, including the Mergers and (iii) resolved STFC Shareholders required to recommend the approval of adopt this Agreement, the Mergers STFC Merger and the other transactions contemplated hereby by its sole shareholderis the STFC Shareholder Approval.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Company Stockholder Approval, to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II the Company of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II the Company of the Mergers Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate actionaction (including the approval of the Board of Directors of the Company), and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, the Company are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyby this Agreement (other than, with respect to the Merger, the approval of the Merger and adoption of this Agreement by the affirmative vote of holders of a majority of the voting power of the then issued and outstanding shares of the Company Common Stock and the then issued and outstanding shares of the Company Preferred Stock, voting together as a single class (the “Company Stockholder Approval”), and the filing and recordation of the certificate of merger as required by the DGCL). This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II the Company and, assuming the due authorization, execution and delivery by the CompanyParent and Buyer, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II the Company enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent transfer or other similar Laws now or hereafter in effect relating to or affecting limiting creditors’ rights generallygenerally and general principles of equity. The Company Stockholder Approval is the only vote of the Company Stockholders necessary to approve this Agreement, general equitable principles (whether considered in a proceeding in equity or at law) the Merger and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or the other transactions contemplated by this Agreement. (b) At a special meeting duly called and held on June 23, 2007, the exercise Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Merger, are fair to and in the best interests of, the Company and the Company Stockholders; (ii) approved, authorized and adopted this Agreement and approved and authorized the Merger and the other transactions contemplated hereby; and (iii) resolved to recommend approval and adoption by courts the Company Stockholders of equity powersthis Agreement, the Merger and the other transactions contemplated by this Agreement (the “Company Recommendation”). As The actions taken by the Board of Directors of the Company constitute approval of the Merger, this Agreement and the other transactions contemplated hereby by the Board of Directors of the Company under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement, or the transactions contemplated hereby. Other than Section 203 of the DGCL, no state anti-takeover or similar statute is applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement. The Bank Street Group, LLC (the “Independent Advisor”), the independent financial advisor to the Board of Directors of the Company, has delivered to the Board of Directors of the Company its opinion, dated as of the date of this Agreement, that, as of such date and based on the board of directors of each Merger Sub has (i) determined that it is assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Stockholders in the best interests Merger is fair, from a financial point of such Merger Sub, and declared it advisableview, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholderholders.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II the LLC has all necessary corporate or limited liability company, as the case may be, power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents, to perform its their respective obligations hereunder and thereunder and to consummate the Mergers Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II the LLC of this AgreementAgreement and the other Transaction Documents to which they are a party, and the consummation by Parent, Merger Sub I and Merger Sub II the LLC of the Mergers Merger and the other transactions contemplated by this Agreementhereby and thereby, have been duly authorized by all necessary corporate or limited liability company action, as the case may be, and no other corporate or limited liability company, as the case may be, proceedings on the part of Parent, Merger Sub I or Merger Sub IIthe LLC, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I Parent or Merger Sub IIor, in the case of the LLC, limited liability company membership interests, are necessary to authorize this Agreement or any Transaction Document, to which they are a party, or to consummate the Mergers Merger or the other transactions contemplated herebyhereby or thereby. This Agreement has been been, and each of the other Transaction Documents to which any of Parent, Merger Sub or the LLC is a party will be at the Closing, duly executed and delivered by Parent, Merger Sub I and Merger Sub II the LLC and, assuming the due authorization, execution and delivery by the Companyother parties hereto and thereto (other than Parent, constitutes Merger Sub or the LLC, as the case may be), this Agreement constitutes, and in the case of the other Transaction Documents to which any of Parent, Merger Sub and the LLC are a party, will constitute at Closing, a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II the LLC enforceable against Parent, Merger Sub I and Merger Sub II the LLC in accordance with its their respective terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II the LLC by (ai) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting the enforcement of creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, general as from time to time in effect, effect or (bii) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholder.

Authority for Agreement. Each The execution, delivery, and performance of Parent, Merger Sub I this Agreement by each of WCRF and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Mergers and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate and shareholder action, and no other corporate proceedings on the part of Parentthis Agreement, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II and, assuming the due authorization, upon its execution and delivery by the CompanyParties, constitutes a legal, will constitute the valid and binding obligation of Parenteach of WCRF and the Merger Sub, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II each of them in accordance with and subject to its terms, except as enforcement thereof enforceability may be limited against Parentaffected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with its provisions by WCRF and Merger Sub I will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, WCRF's or Merger Sub’s Articles of Incorporation, or either of their Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which WCRF is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to WCRF or Merger Sub. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity”) is required by or with respect to WCRF or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium in connection with the execution and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date delivery of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and or the consummation of the transactions contemplated herebyhereby and thereby, including except for (i) the Mergers filing of the Certificate of Merger as provided in Section 1.03; (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the securities laws of any foreign country; (iii) resolved to recommend such filings, if any, as may be required under the approval Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR”); and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on WCRF and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholder.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the Company Option Agreement and, subject to perform its obligations hereunder and obtaining the Required Approval, to consummate the Mergers Merger and the other transactions contemplated by this Agreement and the Company Option Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II the Company of this Agreement and the Company Option Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II the Company of the Mergers Merger and the other transactions contemplated by this Agreement and the Company Option Agreement, have been duly authorized by all necessary corporate action, action (including the unanimous approval of the Board of Directors of the Company) and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, the Company are necessary to authorize this Agreement or the Company Option Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyherein or therein (other than, with respect to the Merger, the approval and adoption of this Agreement by the Required Vote and the filing and recordation of appropriate merger documents as required by the DGCL). This Each of this Agreement and the Company Option Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II the Company and, assuming the due authorization, execution and delivery by the CompanyParent and the Buyer, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II the Company enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or . (b) At a meeting duly called and held on January 9, 2001, the exercise Board of Directors of the Company unanimously (i) determined that this Agreement, the Option Agreements and the transactions contemplated herein and therein, including the Merger, are advisable, fair to and in the best interests of the Company and the Company Stockholders, (ii) approved, authorized and adopted this Agreement, the Option Agreement, the Merger and the other transactions contemplated herein and therein and (iii) recommended approval and adoption of this Agreement and the Merger by courts the Company Stockholders. (c) The Independent Advisor has delivered to the Board of equity powers. As Directors of the Company its written opinion, dated as of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests that, as of such Merger Subdate and based on the assumptions, qualifications and declared it advisablelimitations contained therein, the Exchange Ratio is fair, from a financial point of view, to enter into this Agreement, (ii) approved the execution, delivery and performance Company Stockholders. A copy of this Agreement by such Merger Sub and opinion has been provided to the consummation Parent. The Board of Directors of the Company has received as of the date hereof from the Independent Advisor consent to the inclusion of its name in any documents to be delivered to the Company Stockholders in connection with the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of by this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholder.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to the approval of an amendment to the charter of Parent by the holders of a majority in voting power of the outstanding shares of Parent Common Stock and the approval of the issuance of the Parent Common Stock contemplated hereby in accordance with the rules of the NMS (the "PARENT STOCKHOLDER APPROVAL"), to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The Subject to the succeeding sentence, the execution, delivery and performance by Parent, Merger Sub I each of Parent and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I each of Parent and Merger Sub II of the Mergers Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate actionaction (including, without limitation, the unanimous approval of the Board of Directors of each of Parent and Merger Sub), and no other corporate proceedings on the part of Parent, Merger Sub I either Parent or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyby this Agreement (other than, with respect to the Merger, the Parent Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). Immediately following execution of this Agreement by the parties hereto, Parent, as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub its written consent in lieu of a meeting consenting to the adoption of this Agreement. This Agreement has been duly executed and delivered by Parent, Merger Sub I each of Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I each of Parent and Merger Sub II enforceable against Parent, Merger Sub I each of Parent and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or . (b) Banc of America Securities LLC, advisor to the exercise by courts Board of equity powers. As Directors of Parent ("PARENT'S INDEPENDENT ADVISOR"), has delivered to the Board of Directors of Parent its written opinion dated the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests that, as of such Merger Subdate and based on and subject to the assumptions, qualifications and declared it advisablelimitations contained therein, the Exchange Ratio is fair, from a financial point of view, to enter into this Agreementthe stockholders of Parent. It is agreed and understood that such opinion is for the benefit of Parent's Board of Directors and may not be relied on by the Company. (c) Parent has delivered to the Company a true and complete copy of the engagement agreement dated December 2, (ii) approved 2002, as amended by letter agreement dated December 10, 2002 and by letter agreement dated February 10, 2003, between Parent and Parent's Independent Advisor and Parent has delivered, or promptly after the execution, delivery and performance execution of this Agreement by such Merger Sub and Parent shall deliver, to the consummation Company a copy of the transactions contemplated herebywritten opinion of Parent's Independent Advisor. The engagement agreement remains in full force and effect as of the date hereof and has not been amended or otherwise modified since February 10, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholder2003.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered at Closing and subject to Section 4.3, to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. The execution, execution and delivery and performance by Parent, Merger Sub I Parent and Merger Sub II of this Agreement, Agreement and each instrument required hereby to be executed and delivered by them at Closing and the consummation by Parent, Merger Sub I Parent and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent, Merger Sub I Parent or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated herebyso contemplated. This Agreement has been and each instrument required hereby to be delivered by Parent and Merger Sub at the Closing will be duly and validly executed and delivered by Parent, Merger Sub I Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the CompanyCompany and the Representative, constitutes a legal, valid and binding obligation of ParentParent and Merger Sub, Merger Sub I enforceable against Parent and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) subject to bankruptcy, insolvency, fraudulent conveyancereorganization or similar laws of general application affecting the rights and remedies of creditors, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or principles. (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, The execution and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Parent and Merger Sub, the compliance with the provisions of this Agreement by Parent and Merger Sub and the consummation by Parent or Merger Sub, as applicable, of the transactions contemplated herebyhereby or thereby, including will not (i) conflict with or violate the Mergers Certificate of Incorporation or the Bylaws of Parent, each as amended to date and currently in effect, or the Articles of Incorporation or the Bylaws of Merger Sub, each as amended to date and currently in effect, (ii) violate, in any material respects Legal Requirements applicable to Parent or Merger Sub or any of their respective properties or assets, or (iii) resolved except as would not give rise to recommend a Parent Material Adverse Effect, conflict with, result in a material breach of, constitute (with or without due notice or lapse of time or both) a material default under, result in the approval of this Agreementacceleration of, create in any party the Mergers and the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contract, Permit, Security Interest or other transactions contemplated hereby interest to which Parent or Merger Sub is a party or by its sole shareholderwhich Parent or Merger Sub is bound or to which their assets are subject.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II the Purchaser Parties has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Mergers Merger (in the case of Parent, NERC Merger Sub and NWRC Merger Sub) and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II the Purchaser Parties of this Agreement, and the consummation by Parent, NERC Merger Sub, and NWRC Merger Sub I and Merger Sub II of the Mergers Merger and the consummation by the Purchaser Parties of the other transactions contemplated by this AgreementAgreement and the Plan of Merger, have FD 36250 REDACTED AGREEMENT 57966511 v21 been duly authorized by all necessary corporate action, and/or limited liability action and no other corporate or limited liability company proceedings on the part of Parent, Merger Sub I or Merger Sub IIany of the Purchaser Parties, and no other votes or approvals of any class or series of capital stock or share capital membership interest of Parent, Merger Sub I or Merger Sub IIany of the Purchaser Parties, are necessary to authorize this Agreement and the Plan of Merger or to consummate the Mergers Merger or the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II each of the Purchaser Parties and, assuming the due authorization, execution and delivery by the Company, Seller Parties constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II the Purchaser Parties enforceable against Parent, Merger Sub I and Merger Sub II the Purchaser Parties in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II any of the Purchaser Parties by (ai) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (bii) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholder.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to the receipt of the Requisite Approvals (as defined below), each instrument required hereby to be executed and delivered at the Closing and to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II the Company of this Agreement, Agreement and each instrument required hereby to be executed and delivered at the Closing and the consummation by Parent, Merger Sub I and Merger Sub II the Company of the Mergers and the other transactions contemplated by this Agreement, hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, the Company are necessary to authorize this Agreement or to consummate the Mergers transactions so contemplated (other than the Requisite Approvals). The Board of Directors of the Company (a) has duly determined that it is fair to, and advisable and in the best interests of, the Company Stockholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement, (b) has unanimously approved and adopted this Agreement and the Merger and (c) has unanimously recommended that the Company Stockholders approve and adopt this Agreement and the Merger. None of such actions by the Board of Directors of the Company has been amended, rescinded or the other transactions contemplated herebymodified. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub I and Merger Sub II the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub and the CompanyRepresentative, constitutes a legal, valid and binding obligation of Parentthe Company, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) subject to bankruptcy, insolvency, fraudulent conveyancereorganization or similar laws of general application affecting the rights and remedies of creditors, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles equity principles. The only approvals from the Company Stockholders necessary in connection with this Agreement and the transactions contemplated hereby (whether considered in a proceeding in equity or at lawthe “Requisite Approvals”) are the receipt by the Company of the Merger Consents (as defined below) from (a) the holders of sixty-six and any implied covenant two-thirds percent (66 2/3%) of good faith the outstanding shares of Company Common Stock and fair dealing, or remedies in generalCompany Preferred Stock, as from time a single class with holders of the Company Preferred Stock being entitled to time in effectvote on an as-converted to Common Stock basis, or approving and adopting this Agreement and the Merger and (b) the exercise by courts holders of equity powers. As sixty-six and two-thirds percent (66 2/3%) of the date outstanding shares of Company Preferred Stock, as a separate class voting on an as-converted to Common Stock basis, approving and adopting this Agreement, Agreement and the board Merger. The delivery of directors of each Merger Sub has the Requisite Approval Certificate (ias defined below) determined pursuant to Section 6.1 shall constitute a representation and warranty by the Company under this Section 3.5(a) that it is in the best interests of such Merger Sub, Requisite Approvals have been obtained. (b) The execution and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub the Company and the Representative and the Escrow Agreement by the Representative, the compliance with the provisions hereof by the Company and the Representative and the provisions of the Escrow Agreement by the Representative and the consummation of the transactions contemplated herebyhereby or thereby, including will not (i) conflict with or violate the Mergers Company’s Articles of Organization or by-laws (or equivalent constituent documents of any Subsidiary organized in a jurisdiction outside the United States) of the Company or any of its Subsidiaries, each as amended to date and currently in effect, or the Option Plans, (ii) except as set forth on Section 3.5(b) of the Disclosure Schedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, or result in the loss of any benefit to which the Company or any Subsidiary of the Company is entitled under, any Contract required to be disclosed pursuant to Section 3.12, Permit (as defined below), Security Interest or other interest to which the Company, any Subsidiary of the Company or the Representative is a party or by which the Company, any Subsidiary of the Company or the Representative is bound or to which their respective assets are subject, (iii) resolved result in the creation or imposition of any Security Interest upon any assets of the Company or any Subsidiary of the Company or (iv) will not violate any Legal Requirement applicable to recommend the approval Company, any Subsidiary of the Company or the Representative or any of their respective properties or assets, except in the case of (ii), (iii) or (iv) above, where such conflict, breach, default or other violation would not have a Material Adverse Effect. “Security Interest” means any mortgage, security interest, pledge, license, interest, encumbrance, claim, charge, option, restriction on the right to sell or dispose (and in the case of securities, vote), lien or other adverse claim of any kind (whether arising by contract or by operation of law and whether voluntary or involuntary). For the purposes of this Agreement, “Legal Requirements” shall mean any United States federal, state, municipal or local or foreign order, judgment, writ, injunction, decree, law, statute, standard ordinance, code, resolution, promulgation, rule, regulation or any similar provision having the Mergers and the other transactions contemplated hereby by its sole shareholderforce or effect of law.

Authority for Agreement. Each Subject to receipt of Parentthe Required Parent Stockholder Approval, Merger Sub I Parent and Merger Sub II the Buyer each has all necessary full corporate power and authority to execute enter into and deliver this Agreement, perform their respective obligations under the Transaction Documents to perform its obligations hereunder which Parent or the Buyer is or will be a party and to consummate the Mergers Transactions. The sole member and the other transactions contemplated by this Agreement. The manager of the Buyer has authorized the execution, delivery and performance by Parentof the Transaction Documents and the consummation of the Transactions. The Board of Directors of Parent (including any required committee or subgroup of such board, Merger Sub I the “Parent Board”), at a meeting duly called and Merger Sub II held, has, as of the date of this Agreement, unanimously (a) approved and declared the advisability of this Agreement and the other Transaction Documents and the Transactions, (b) determined that this Agreement and the other Transaction Documents and the Transactions are in the best interests of the Buyer, Parent and its stockholders, (c) authorized the execution and delivery of this Agreement by Parent and the Buyer and (d) adopted and approved, and directed the submission to holders of Parent Common Stock for their approval, the other Required Approval Matters and has provided the Members a true, correct and complete copy of each such approval, determination and authorization. Subject to receipt of the Required Parent Stockholder Approval, the Warrant Tender Offer and the Redemption Offer, no other corporate or limited liability company proceedings on the part of Parent or the Buyer are, or will be, necessary to approve and authorize the execution, delivery and performance of the Transaction Documents and the consummation by Parent, Merger Sub I and Merger Sub II of the Mergers and Transactions. The Transaction Documents to which Parent or the other transactions contemplated by this Agreement, Buyer is a party have been duly authorized executed and delivered by all necessary Parent and the Buyer, as applicable, and are legal, valid and binding obligations of Parent and the Buyer, as applicable, enforceable against Parent and the Buyer, as applicable, in accordance with their respective terms, except as enforceability may be limited by the Bankruptcy and Equity Exceptions. Subject to receipt of the Required Parent Stockholder Extension Approval, Parent has full corporate action, power and authority to enter into and perform the respective obligations under the Extension Documents to which Parent is a party and to consummate the Extension and the transactions contemplated thereby and no other corporate proceedings on the part of ParentParent are, Merger Sub I or Merger Sub IIwill be, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to approve and authorize this Agreement or to consummate the Mergers or the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub the Extension Documents and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholderExtension.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, each instrument required hereby to be executed and delivered at Closing, and to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. Parent has all necessary corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution, execution and delivery and performance by Parent, Merger Sub I Parent and Merger Sub II of this Agreement, Agreement and the consummation by Parent, Merger Sub I Parent and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Merger Sub I the Parent or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub I Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the CompanyCompany and the Representative, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principles. The Escrow Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Representative and the Escrow Agent, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II Parent in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) terms subject to bankruptcy, insolvency, fraudulent conveyancereorganization or similar laws of general application affecting the rights and remedies of creditors, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or principles. (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, The execution and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Parent and Merger Sub and the Escrow Agreement by Parent, the compliance with the provisions hereof by Parent and Merger Sub and the provisions of the Escrow Agreement by Parent and the consummation of the transactions contemplated herebyhereby or thereby, including will not (i) conflict with or violate the Mergers Certificate of Incorporation or the by-laws of Parent, each as amended to date and currently in effect, or the Articles of Incorporation or the by-laws of Merger Sub, each as amended to date and currently in effect, or (iiiii) resolved violate any Legal Requirement applicable to recommend Parent or Merger Sub or any of their respective properties or assets, except, in the approval case of this Agreementclause (ii) above, where any such conflict or violation would not have a material adverse effect on the Mergers ability of the Parent and Merger Sub to consummate the other transactions contemplated hereby by its sole shareholderor thereby.

Authority for Agreement. (a) Each of Parent, Merger Sub I and Merger Sub II has the Parent Parties have all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each instrument required hereby to be executed and delivered at Closing and to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. The execution, execution and delivery and performance by Parent, Merger Sub I and Merger Sub II the Parent Parties of this Agreement, Agreement and each instrument required hereby to be executed and delivered by them at Closing and the consummation by Parent, Merger Sub I and Merger Sub II the Parent Parties of the Mergers and the other transactions contemplated by this Agreement, hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, the Parent Parties are necessary to authorize this Agreement or any instrument required hereby to be executed and delivered by them at the Closing or to consummate the Mergers or the other transactions contemplated herebyMerger. This Agreement has been and each instrument required hereby to be delivered by the Parent Parties at the Closing will be duly and validly executed and delivered by Parent, Merger Sub I and Merger Sub II the Parent Parties and, assuming the due authorization, execution and delivery by the CompanyCompany and the Representative, constitutes a legal, valid and binding obligation of Parentthe Parent Parties, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II the Parent Parties in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) subject to bankruptcy, insolvency, fraudulent conveyancereorganization or similar laws of general application affecting the rights and remedies of creditors, reorganizationand to general equity principles. Notwithstanding the foregoing, moratorium the parties hereto understand and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, agree that Parent has not received the Parent Shareholder Approval as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, and the board failure to have obtained the Parent Shareholder Approval shall not be deemed a breach of directors any of each Merger Sub has (ithe representations set forth in this Section 4.5(a) determined that it is or elsewhere in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, . (iib) approved the execution, The execution and delivery and performance of this Agreement by the Parent Parties, and each instrument required hereby to be executed and delivered by the Parent Parties at the Closing, the compliance with the provisions of this Agreement and each such Merger Sub instrument by the Parent Parties and the consummation by the Parent Parties, of the transactions contemplated herebyhereby or thereby, including will not (i) conflict with or violate the Mergers Certificate of Incorporation or the Bylaws of Parent, each as amended to date and currently in effect, or the Certificate of Incorporation or the Bylaws of Merger Sub, each as amended to date and currently in effect, or (iiiii) resolved violate any Legal Requirement applicable to recommend the approval Parent or Merger Sub or any of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholdertheir respective properties or assets.

Authority for Agreement. Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered at Closing and subject to Section 4.3, to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. Parent has all requisite corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution, execution and delivery and performance by Parent, Merger Sub I Parent and Merger Sub II of this Agreement, Agreement and each instrument required hereby to be executed and delivered by them at Closing and the consummation by Parent, Merger Sub I Parent and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, hereby have been duly and validly authorized by all necessary corporate action, and subject to Section 4.3, no other corporate proceedings on the part of Parent, Merger Sub I Parent or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated herebyso contemplated. This Agreement has been and each instrument required hereby to be delivered by Parent and Merger Sub at the Closing will be duly and validly executed and delivered by Parent, Merger Sub I Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the CompanyCompany and the Representative, constitutes a legal, valid and binding obligation of ParentParent and Merger Sub, Merger Sub I enforceable against Parent and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against subject to the Enforceability Exceptions. The execution and delivery of this Agreement by Parent and Merger Sub and the Escrow Agreement by Parent, the compliance with the provisions of this Agreement by Parent and Merger Sub I and the provisions of the Escrow Agreement by Parent and the consummation by Parent or Merger Sub II by Sub, as applicable, of the transactions contemplated hereby or thereby, will not (ai) bankruptcyconflict with or violate the Certificate of Incorporation or the Bylaws of Parent, insolvency, fraudulent conveyance, reorganization, moratorium each as amended to date and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered currently in a proceeding in equity or at law) and any implied covenant of good faith and fair dealingeffect, or remedies in generalthe Certificate of Incorporation or the Bylaws of Merger Sub, each as from time amended to time date and currently in effect, or (bii) the exercise by courts of equity powersviolate, in any material respects, Applicable Law. As of the date of this AgreementClosing, the board shares of directors of each Merger Sub has Parent Common Stock to be issued pursuant to this Agreement will be (i) determined that it is duly authorized and when issued and delivered in accordance with the best interests terms of such Merger Subthis Agreement will be validly issued, fully paid and declared it advisable, to enter into this Agreement, non- assessable and (ii) approved offered and sold pursuant to an exemption from the execution, delivery and performance registration requirements of this Agreement by such Merger Sub and the consummation Section 5 of the transactions contemplated hereby, including Securities Act subject to the Mergers accuracy of the representations and (iii) resolved warranties made by the Company pursuant to recommend Section 3 hereof and by the approval of this Agreement, Company Stockholders in the Mergers and the other transactions contemplated hereby by its sole shareholderAccredited Investor Questionnaires previously delivered to Parent.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II (a) SpectraSite has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining the SpectraSite Stockholder Approval (as defined below) in connection with this Agreement and the Merger, to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II SpectraSite of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II SpectraSite of the Mergers Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action, action on the part of SpectraSite and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, SpectraSite are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyby this Agreement (other than obtaining the SpectraSite Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL and the DLLC Act). This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II SpectraSite and, assuming the due authorization, execution and delivery by the CompanyATC and Merger Sub, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II SpectraSite enforceable against Parent, Merger Sub I and Merger Sub II SpectraSite in accordance with its termsterms subject, except as to enforcement thereof may be limited against Parentof remedies, Merger Sub I or Merger Sub II by (a) to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights and similar Laws relating remedies of creditors generally and to or affecting creditors’ rights generally, the effect of general equitable principles (whether considered in of equity. The affirmative vote of a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As majority of the date outstanding shares of SpectraSite Common Stock entitled to vote in accordance with the DGCL, the SpectraSite Certificate of Incorporation and the SpectraSite Bylaws (the “SpectraSite Stockholder Approval”) is the only vote of the holders of capital stock of SpectraSite necessary to approve this Agreement, the board Merger and the other transactions contemplated by this Agreement. (b) The Board of directors Directors of each Merger Sub SpectraSite has unanimously (i) determined that it is this Agreement and the other transactions contemplated hereby, including the Merger, are advisable and in the best interests of such Merger Sub, SpectraSite and declared it advisable, to enter into this AgreementSpectraSite’s stockholders, (ii) approved the execution, delivery and performance of adopted this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers Merger, and (iii) resolved to recommend approval and adoption of this Agreement and the Merger by SpectraSite’s stockholders which, in each case, has not been subsequently rescinded, modified or withdrawn prior to the execution and delivery of this Agreement by SpectraSite. The actions taken by the Board of Directors of SpectraSite constitute approval of the Merger, this Agreement, the Mergers Agreement and the other transactions contemplated hereby by the Board of Directors of SpectraSite under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement, or the transactions contemplated hereby. Other than Section 203 of the DGCL, no state anti-takeover or similar statute is applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement. (c) Each of Evercore Group Inc. and Xxxxxx Brothers Inc. (together, the “SpectraSite Independent Advisors”) has delivered to the Board of Directors of SpectraSite its sole shareholderopinion to the effect that, as of the date of such opinion and based on the assumptions, qualifications and limitations contained therein, the Exchange Ratio is fair, from a financial point of view, to the holders of SpectraSite Common Stock. SpectraSite has made available to ATC a correct and complete copy of the form of each such opinion prior to the execution of this Agreement.

Authority for Agreement. Each The Company has full power, authority and legal right to enter into and, upon receipt of Parentthe Requisite Vote, Merger Sub I and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder under this Agreement and the other documents contemplated hereby to which the Company is or will be a party and to consummate the Mergers transactions contemplated hereby and thereby. The board of directors of the Company has (i) unanimously approved the Merger, this Agreement and the other documents contemplated hereby and the transactions contemplated by this Agreement. The hereby and thereby and authorized the execution, delivery and performance by Parent, Merger Sub I and Merger Sub II of this Agreement, Agreement and the other documents contemplated hereby and the consummation by Parent, Merger Sub I and Merger Sub II of the Mergers transactions contemplated hereby and thereby, (ii) resolved to recommend approval and adoption by the Stockholders of the Merger, this Agreement and the other documents contemplated hereby and the transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action, hereby and no thereby and (iii) not withdrawn or modified such approval or resolution to recommend. No other corporate proceedings on the part of Parentthe Company or any of its Subsidiaries are, Merger Sub I or Merger Sub IIwill be, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to approve and authorize the execution, delivery and performance of this Agreement or to consummate the Mergers or and the other documents contemplated hereby and the consummation of the transactions contemplated herebyhereby and thereby. This Agreement has and the other documents contemplated hereby have been duly executed and delivered by Parent, Merger Sub I and Merger Sub II the Company and, assuming the due authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a are legal, valid and binding obligation obligations of Parentthe Company, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with its their respective terms, except as enforcement thereof enforceability may be limited against Parent, Merger Sub I or Merger Sub II by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to or laws affecting the enforcement of creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) . The Requisite Vote is the exercise by courts of equity powers. As only vote of the date of this AgreementStockholders necessary to approve and authorize the Merger, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions other documents contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers hereby and the other transactions contemplated hereby by its sole shareholderand thereby.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered at Closing and subject to Section 4.3, to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. Parent has all requisite corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution, execution and delivery and performance by Parent, Merger Sub I Parent and Merger Sub II of this Agreement, Agreement and each instrument required hereby to be executed and delivered by them at Closing and the consummation by Parent, Merger Sub I Parent and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, hereby have been duly and validly authorized by all necessary corporate action, and subject to Section 4.3, no other corporate proceedings on the part of Parent, Merger Sub I Parent or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated herebyso contemplated. This Agreement has been and each instrument required hereby to be delivered by Parent and Merger Sub at the Closing will be duly and validly executed and delivered by Parent, Merger Sub I Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the CompanyCompany and the Representative, constitutes a legal, valid and binding obligation of ParentParent and Merger Sub, Merger Sub I enforceable against Parent and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) subject to bankruptcy, insolvency, fraudulent conveyancereorganization or similar laws of general application affecting the rights and remedies of creditors, reorganizationand to general equity principles. (b) The execution and delivery of this Agreement by Parent and Merger Sub and the Escrow Agreement by Parent, moratorium the compliance with the provisions of this Agreement by Parent and similar Laws relating Merger Sub and the provisions of the Escrow Agreement by Parent and the consummation by Parent or Merger Sub, as applicable, of the transactions contemplated hereby or thereby, will not (i) conflict with or violate the Articles of Organization or the Bylaws of Parent, each as amended to or affecting creditors’ rights generally, general equitable principles (whether considered date and currently in a proceeding in equity or at law) and any implied covenant of good faith and fair dealingeffect, or remedies in generalthe Certificate of Incorporation or the Bylaws of Merger Sub, each as from time amended to time date and currently in effect, or (bii) the exercise by courts violate, in any material respects Legal Requirements applicable to Parent or Merger Sub or any of equity powers. their respective properties or assets. (c) As of the date Closing, the shares of Parent Common Stock to be issued pursuant to this Agreement will be (i) duly authorized and when issued and delivered in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and (ii) offered and sold pursuant to an exemption from the registration requirements of Section 5 of the Securities Act subject to the terms and conditions of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholderSection 6.11.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each instrument required hereby to be executed and delivered at Closing and to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. Parent has all necessary corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution, execution and delivery and performance by Parent, Merger Sub I Parent and Merger Sub II of this Agreement, Agreement and each instrument required hereby to be executed and delivered by them at Closing and the consummation by Parent, Merger Sub I Parent and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Merger Sub I Parent or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated herebyso contemplated. This Agreement has been and each instrument required hereby to be delivered by Parent and Merger Sub at the Closing will be duly and validly executed and delivered by Parent, Merger Sub I Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the CompanyCompany and the Representative, constitutes a legal, valid and binding obligation of ParentParent and Merger Sub, Merger Sub I enforceable against Parent and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) subject to bankruptcy, insolvency, fraudulent conveyancereorganization or similar laws of general application affecting the rights and remedies of creditors, reorganizationand to general equity principles. (b) The execution and delivery of this Agreement by Parent and Merger Sub and the Escrow Agreement by Parent, moratorium the compliance with the provisions of this Agreement by Parent and similar Laws relating Merger Sub and the provisions of the Escrow Agreement by Parent and the consummation by Parent or Merger Sub, as applicable, of the transactions contemplated hereby or thereby, will not (i) conflict with or violate the Certificate of Incorporation or the Bylaws of Parent, each as amended to or affecting creditors’ rights generally, general equitable principles (whether considered date and currently in a proceeding in equity or at law) and any implied covenant of good faith and fair dealingeffect, or remedies in generalthe Certificate of Incorporation or the Bylaws of Merger Sub, each as from time amended to time date and currently in effect, or (bii) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each violate any Legal Requirement applicable to Parent or Merger Sub has (i) determined that it is in the best interests or any of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholdertheir respective properties or assets.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II the Company of this Agreement, Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and the consummation by Parent, Merger Sub I and Merger Sub II the Company of the Mergers and the other transactions contemplated by this Agreement, hereby and thereby have been duly and validly authorized by all necessary corporate action, ; and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, the Company are necessary to authorize this Agreement or any instrument required hereby to be executed and delivered by the Company at the Closing or to consummate the Mergers transactions so contemplated. The board of directors of the Company duly determined that it is fair to, advisable for and in the best interests of, the Company Stockholders for the Company to enter into a business combination upon the terms and subject to the conditions of this Agreement, has unanimously approved and adopted this Agreement and the Merger and has unanimously recommended that the Company Stockholders approve and adopt this Agreement and the Merger. None of such actions by the board of directors of the Company has been amended, rescinded or the other transactions contemplated herebymodified. This Agreement has been duly been, and each instrument required hereby to be executed and delivered by Parentthe Company at the Closing will be, Merger Sub I duly and Merger Sub II validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub and the CompanyRepresentative, constitutes a legal, valid and binding obligation of Parentthe Company, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) subject to bankruptcy, insolvency, fraudulent conveyancereorganization or similar laws of general application affecting the rights and remedies of creditors, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in generalprinciples. The Company shall have, as from time to time of the Closing, taken all necessary and appropriate actions so that each Option, Warrant and Retention RSU will be treated in effectthe Merger in accordance with the provisions of Sections 2.4, or 2.5 and 2.6, respectively. (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, The execution and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub the Company and each instrument required hereby to be executed and delivered by the Company at the Closing, the compliance by the Company with the provisions of this Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and the consummation of the transactions contemplated herebyhereby or thereby, including will not (i) conflict with or violate the Mergers and Company Organizational Documents, each as currently in effect, (ii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contract, Permit, Security Interest or other interest to which the Company is a party or by which the Company is bound or to which its assets are subject, (iii) resolved result in the creation or imposition of any Security Interest upon any assets of the Company or any shares of Company Stock, or (iv) violate in any material respect any Legal Requirement applicable to recommend the approval Company or any of its properties or assets. For purposes of this Agreement, “Security Interest” means any material mortgage, security interest, pledge, license, interest, encumbrance, claim, charge, option, restriction on the Mergers right to sell or dispose (and in the case of securities, vote), lien or other transactions contemplated hereby adverse claim of any kind or lien (whether arising by its sole shareholdercontract or by operation of law and whether voluntary or involuntary).

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II STFC has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the STFC Shareholder Approval and the Governmental Consents, to consummate the Mergers STFC Merger and the other transactions contemplated by this Agreementhereby. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II STFC of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II STFC of the Mergers STFC Merger and the other transactions contemplated by this Agreementhereby, have been duly authorized by all necessary corporate actionaction (including the approval of the STFC Board, upon the recommendation of the STFC Special Committee), and no other corporate proceedings on the part of Parent, Merger Sub I STFC or Merger Sub IIany of its Subsidiaries, and no other votes or approvals of any STFC Shareholder or class or series of capital stock of STFC or share capital any Subsidiary of Parent, Merger Sub I or Merger Sub IISTFC, are necessary to authorize this Agreement or to consummate the Mergers STFC Merger or the other transactions contemplated herebyhereby (other than, with respect to the consummation of the STFC Merger and the adoption of this Agreement, the STFC Shareholder Approval), subject to the Governmental Consents. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II STFC and, assuming the due authorization, execution and delivery by the CompanySAM, LMHC and Merger Subs, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II STFC enforceable against Parent, Merger Sub I and Merger Sub II STFC in accordance with its terms, except as enforcement thereof may be limited against ParentSTFC by the Bankruptcy and Equity Exception. The STFC Board, Merger Sub I or Merger Sub II by in compliance with all applicable Law, upon the recommendation of the STFC Special Committee, duly adopted resolutions (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of determining that this Agreement, the board of directors of each STFC Merger Sub has (i) determined that it is and the other transactions contemplated by this Agreement are fair and in the best interests of such Merger Subthe STFC Shareholders, and declared it advisable, to enter into (b) approving this Agreement, (iic) approved directing that the execution, delivery adoption of this Agreement be submitted to a vote of the STFC Shareholders at the STFC Shareholders Meeting and performance (d) resolving to recommend the adoption of this Agreement by such Merger Sub and the consummation STFC Shareholders. The only vote of the transactions contemplated hereby, including the Mergers and (iii) resolved STFC Shareholders required to recommend the approval of adopt this Agreement, the Mergers STFC Merger and the other transactions contemplated hereby by its sole shareholderis the STFC Shareholder Approval.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each instrument required hereby to be executed and delivered at Closing and to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. Parent has all necessary corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution, execution and delivery and performance by Parent, Merger Sub I Parent and Merger Sub II of this Agreement, Agreement and each instrument required hereby to be executed and delivered by them at Closing and the consummation by Parent, Merger Sub I Parent and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Merger Sub I Parent or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated herebyso contemplated. This Agreement has been and each instrument required hereby to be delivered by Parent and Merger Sub at the Closing will be duly and validly executed and delivered by Parent, Merger Sub I Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the CompanyCompany and the Representative, constitutes a legal, valid and binding obligation of ParentParent and Merger Sub, Merger Sub I enforceable against Parent and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) subject to bankruptcy, insolvency, fraudulent conveyancereorganization or similar laws of general application affecting the rights and remedies of creditors, reorganizationand to general equity principles. (b) The execution and delivery of this Agreement by Parent and Merger Sub and the Escrow Agreement by Parent, moratorium the compliance with the provisions of this Agreement by Parent and similar Laws relating Merger Sub and the provisions of the Escrow Agreement by Parent and the consummation by Parent or Merger Sub, as applicable, of the transactions contemplated hereby or thereby, will not (i) conflict with or violate the Articles of Organization or the Bylaws of Parent, each as amended to or affecting creditors’ rights generally, general equitable principles (whether considered date and currently in a proceeding in equity or at law) and any implied covenant of good faith and fair dealingeffect, or remedies in generalthe Certificate of Incorporation or the Bylaws of Merger Sub, each as from time amended to time date and currently in effect, or (bii) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each violate any Legal Requirement applicable to Parent or Merger Sub has (i) determined that it is in the best interests or any of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholdertheir respective properties or assets.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, each instrument required hereby to be executed and delivered at Closing, and to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. Parent has all necessary corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution, execution and delivery and performance by Parent, Merger Sub I Parent and Merger Sub II of this Agreement, Agreement and the consummation by Parent, Merger Sub I Parent and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Merger Sub I the Parent or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub I Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the CompanyCompany and the Representative, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principles. The Escrow Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Representative and the Escrow Agent, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II Parent in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) terms subject to bankruptcy, insolvency, fraudulent conveyancereorganization or similar laws of general application affecting the rights and remedies of creditors, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or principles. (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, The execution and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Parent and Merger Sub and the Escrow Agreement by Parent, the compliance with the provisions hereof by Parent and Merger Sub and the provisions of the Escrow Agreement by Parent and the consummation of the transactions contemplated herebyhereby or thereby, including will not (i) conflict with or violate the Mergers Certificate of Incorporation or the by-laws of Parent, each as amended to date and currently in effect, or the Articles of Organization or the by-laws of Merger Sub, each as amended to date and currently in effect, or (iiiii) resolved assuming Parent’s compliance in connection with the transactions contemplated by this Agreement with any applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), violate any Legal Requirement applicable to recommend Parent or Merger Sub or any of their respective properties or assets, except where any such conflict or violation would not have a material adverse effect on the approval ability of this Agreement, the Mergers Parent and Merger Sub to consummate the other transactions contemplated hereby by its sole shareholderor thereby.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with the Merger and amendment of the Parent Certificate of Incorporation, to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I Parent and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II each of them of the Mergers Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action, action (including the approval of the Parent Board) and no other corporate proceedings on the part of Parent, Parent or the Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyby this Agreement (other than, with respect to the Merger and amendment of the Parent Certificate of Incorporation, the approval and adoption of this Agreement and the Merger and such amendment by the affirmative vote of a majority of the voting power of the then outstanding shares of Parent Common Stock and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly executed and delivered by Parent, Merger Sub I Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II each of them enforceable against Parent, Merger Sub I and Merger Sub II them in accordance with its terms, except as enforcement thereof that such enforceability (i) may be limited against Parent, Merger Sub I or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganizationtransfer, moratorium and or other similar Laws laws of general application affecting or relating to or affecting the enforcement of creditors’ ' rights generallygenerally and (ii) is subject to general principles of equity, general equitable principles (whether considered in a proceeding at law or in equity or at law) (the "Bankruptcy and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or Equity Exception"). (b) the exercise by courts of equity powers. As of the date of this AgreementAt a meeting duly called and held August 6, 2004, the board of directors of each Parent Board and the Merger Sub has Board (i) determined that it is this Agreement and the other transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of such Merger Sub, Parent and declared it advisable, to enter into this Agreementthe stockholders of Parent, (ii) unanimously approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers Merger, and (iii) resolved to recommend the adoption of this Agreement and the transactions contemplated hereby, including the Merger, by Parent's stockholders. The actions taken by the Parent Board constitute approval of the Merger, this Agreement, the Mergers Agreement and the other transactions contemplated hereby by the Parent Board under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement, the Merger or the transactions contemplated hereby. (c) Xxxxxx Brothers Inc. (the "Parent Independent Advisor") has delivered to the Parent Board on August 6, 2004 its sole shareholderoral opinion, and delivered its written opinion dated as of August 9, 2004, that, as of such dates and based on the assumptions, qualifications and limitations contained therein, the Exchange Ratio is fair to Parent from a financial point of view, and such opinion has not been withdrawn or adversely modified. True and complete copies of all agreements and understandings between Parent and the Parent Independent Advisor relating to the Merger and the other transactions contemplated by this Agreement have been made available to the Company. (d) The vote of a majority of the voting power of the then outstanding shares of Parent Common Stock is the only vote of the holders of any class or series of Parent's capital stock necessary to approve this Agreement, the amendment of the Parent Certificate of Incorporation, the Merger and the other transactions contemplated hereby.

Authority for Agreement. Each Subject to receipt of Parentthe Required Parent Stockholder Approval, each Parent Party each has full corporate or limited liability company power and authority to enter into and perform their respective obligations under the Transaction Documents to which such Parent Party is or will be a party and to consummate the Transactions. Parent as the sole stockholder of Pubco and Pubco as the stock stockholder of Parent Merger Sub I and the sole member of Company Merger Sub II has all authorized the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions. The board of directors of Parent (including any required committee or subgroup of such board, the “Parent Board”), at a meeting duly called and held, has, as of the date of this Agreement, unanimously (a) approved and declared the advisability of this Agreement and the other Transaction Documents and the Transactions, (b) determined that this Agreement and the other Transaction Documents and the Transactions are in the best interests of the Parent Parties and Parent’s stockholders, (c) authorized the execution and delivery of this Agreement by each Parent Party and (d) adopted and approved, and directed the submission to holders of Parent Common Stock for their approval, the other Required Approval Matters and has provided the Members a true, correct and complete copy of each such approval, determination and authorization. Subject to receipt of the Required Parent Stockholder Approval, the Warrant Tender Offer and the Redemption Offer and the filing of the Registration Statement, no other corporate or limited liability company proceedings on the part of any Parent Party are, or will be, necessary to approve and authorize the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions. The Transaction Documents to which each Parent Party is a party have been duly executed and delivered by such Parent Party, and are legal, valid and binding obligations of such Parent Party, enforceable against such Parent Party, in accordance with their respective terms, except as enforceability may be limited by the Bankruptcy and Equity Exceptions. Subject to receipt of the Required Parent Stockholder Extension Approval, if applicable, Parent has full corporate power and authority to execute enter into and deliver this Agreement, perform the respective obligations under the Extension Documents to perform its obligations hereunder which Parent is a party and to consummate the Mergers Extension and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action, thereby and no other corporate proceedings on the part of ParentParent are, Merger Sub I or Merger Sub IIwill be, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to approve and authorize this Agreement or to consummate the Mergers or the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub the Extension Documents and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholderExtension.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with the Merger and amendment of the Parent Certificate of Incorporation, to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I Parent and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II each of them of the Mergers Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action, action (including the approval of the Parent Board) and no other corporate proceedings on the part of Parent, Parent or the Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyby this Agreement (other than, with respect to the Merger and amendment of the Parent Certificate of Incorporation, the approval and adoption of this Agreement and the Merger and such amendment by the affirmative vote of a majority of the voting power of the then outstanding shares of Parent Common Stock and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly executed and delivered by Parent, Merger Sub I Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II each of them enforceable against Parent, Merger Sub I and Merger Sub II them in accordance with its terms, except as enforcement thereof that such enforceability (i) may be limited against Parent, Merger Sub I or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganizationtransfer, moratorium and or other similar Laws laws of general application affecting or relating to or affecting the enforcement of creditors’ rights generallygenerally and (ii) is subject to general principles of equity, general equitable principles (whether considered in a proceeding at law or in equity or at law) (the “Bankruptcy and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or Equity Exception”). (b) the exercise by courts of equity powers. As of the date of this AgreementAt a meeting duly called and held August 6, 2004, the board of directors of each Parent Board and the Merger Sub has Board (i) determined that it is this Agreement and the other transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of such Merger Sub, Parent and declared it advisable, to enter into this Agreementthe stockholders of Parent, (ii) unanimously approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers Merger, and (iii) resolved to recommend the adoption of this Agreement and the transactions contemplated hereby, including the Merger, by Parent’s stockholders. The actions taken by the Parent Board constitute approval of the Merger, this Agreement, the Mergers Agreement and the other transactions contemplated hereby by the Parent Board under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement, the Merger or the transactions contemplated hereby. (c) Lxxxxx Brothers Inc. (the “Parent Independent Advisor”) has delivered to the Parent Board on August 6, 2004 its sole shareholderoral opinion, and delivered its written opinion dated as of August 9, 2004, that, as of such dates and based on the assumptions, qualifications and limitations contained therein, the Exchange Ratio is fair to Parent from a financial point of view, and such opinion has not been withdrawn or adversely modified. True and complete copies of all agreements and understandings between Parent and the Parent Independent Advisor relating to the Merger and the other transactions contemplated by this Agreement have been made available to the Company. (d) The vote of a majority of the voting power of the then outstanding shares of Parent Common Stock is the only vote of the holders of any class or series of Parent’s capital stock necessary to approve this Agreement, the amendment of the Parent Certificate of Incorporation, the Merger and the other transactions contemplated hereby.

Authority for Agreement. (a) Each of Parent, Merger Parent and Xxxxxx Sub I and Merger Sub II has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered at Closing and subject to Section 4.3, to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. Parent has all requisite corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution, execution and delivery by Xxxxxx and performance by Parent, Merger Xxxxxx Sub I and Merger Sub II of this Agreement, Agreement and each instrument required hereby to be executed and delivered by them at Closing and the consummation by Parent, Merger Sub I Xxxxxx and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, hereby have been duly and validly authorized by all necessary corporate action, and subject to Section 4.3, no other corporate proceedings on the part of Parent, Merger Sub I Parent or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated herebyso contemplated. This Agreement has been and each instrument required hereby to be delivered by Parent and Xxxxxx Sub at the Closing will be duly and validly executed and delivered by Parent, Merger Sub I Xxxxxx and Merger Sub II and, assuming the due authorization, execution and delivery by the CompanyCompany and the Representative, constitutes a legal, valid and binding obligation of ParentParent and Merger Sub, Merger Sub I enforceable against Parent and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against subject to the Enforceability Exceptions. (b) The execution and delivery of this Agreement by Xxxxxx and Merger Sub and the Escrow Agreement by Parent, the compliance with the provisions of this Agreement by Parent and Merger Sub I and the provisions of the Escrow Agreement by Parent and the consummation by Parent or Merger Sub II by Sub, as applicable, of the transactions contemplated hereby or thereby, will not (ai) bankruptcyconflict with or violate the Certificate of Incorporation or the Bylaws of Parent, insolvency, fraudulent conveyance, reorganization, moratorium each as amended to date and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered currently in a proceeding in equity or at law) and any implied covenant of good faith and fair dealingeffect, or remedies in generalthe Certificate of Incorporation or the Bylaws of Merger Sub, each as from time amended to time date and currently in effect, or (bii) the exercise by courts of equity powers. violate, in any material respects, Applicable Law. (c) As of the date of this AgreementClosing, the board shares of directors of each Merger Sub has Parent Common Stock to be issued pursuant to this Agreement will be (i) determined that it is duly authorized and when issued and delivered in accordance with the best interests terms of such Merger Subthis Agreement will be validly issued, fully paid and declared it advisable, to enter into this Agreement, non-assessable and (ii) approved offered and sold pursuant to an exemption from the execution, delivery and performance registration requirements of this Agreement by such Merger Sub and the consummation Section 5 of the transactions contemplated hereby, including Securities Act subject to the Mergers accuracy of the representations and (iii) resolved warranties made by the Company pursuant to recommend Section 3 hereof and by the approval of this Agreement, Company Stockholders in the Mergers and the other transactions contemplated hereby by its sole shareholderAccredited Investor Questionnaires previously delivered to Parent.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Required Vote, to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II the Company of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II the Company of the Mergers Merger and the other 11 transactions contemplated by this Agreement, have been duly authorized by all necessary corporate actionaction (including, without limitation, the unanimous approval of the Board of Directors of the Company) and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, the Company are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyherein (other than, with respect to the Merger, the approval and adoption of the Plan of Merger by the Required Vote and the filing of the Articles of Merger with the SCC). This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II the Company and, assuming the due authorization, execution and delivery by the CompanyParent and Sub, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II the Company enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforceability of creditors’ ' rights generally, general equitable principles and the discretion of courts in granting equitable remedies (regardless of whether the issue of enforceability is considered in a proceeding at law or in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or equity). (b) At a meeting duly called and held on May 14, 2005, the exercise Board of Directors of the Company unanimously (i) determined that this Agreement, the Plan of Merger and the transactions contemplated herein, including the Merger, are advisable, fair to and in the best interests of the Company and the Company Shareholders, (ii) approved and adopted this Agreement, the Plan of Merger and the transactions contemplated herein, including the Merger, and (iii) recommended approval and adoption of this Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, by courts the Company Shareholders. (c) The Company Financial Advisor has delivered to the Board of equity powers. As Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the board of directors of each Merger Sub has (i) determined that it is assumptions, qualifications and limitations contained therein, the consideration to be received by the Company Shareholders in the best interests Merger is fair to such holders, from a financial point of view. A copy of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved opinion is included in the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholderCompany Disclosure Letter.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each instrument required hereby to be executed and delivered at Closing and to perform its obligations hereunder and thereunder and to consummate the Mergers transactions contemplated hereby and thereby (including the Offer and the other transactions contemplated by this AgreementMerger). The execution, execution and delivery and performance by Parent, Merger Sub I Parent and Merger Sub II of this Agreement, Agreement and each instrument required hereby to be executed and delivered by them at Closing and the consummation by Parent, Merger Sub I Parent and Merger Sub II of the Mergers transactions contemplated hereby (including the Offer and the other transactions contemplated by this Agreement, Merger) have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Merger Sub I Parent or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize adopt or approve this Agreement or to consummate the Mergers or the other transactions contemplated herebyhereby (including the Offer and the Merger. This Agreement has been and each instrument required hereby to be delivered by Parent and Merger Sub at the Closing will be duly and validly executed and delivered by Parent, Merger Sub I Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of ParentParent and Merger Sub, Merger Sub I enforceable against Parent and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) subject to bankruptcy, insolvency, fraudulent conveyancereorganization or similar laws of general application affecting the rights and remedies of creditors, reorganizationand to general equity principles. (b) The execution and delivery of this Agreement by Parent and Merger Sub and each instrument required hereby to be executed and delivered by Parent or Merger Sub at the Closing and the compliance with the provisions of this Agreement by Parent and Merger Sub and the consummation by Parent, moratorium do not and similar Laws relating will not (i) conflict with or violate the articles of organization or the by-laws of Parent, each as amended to or affecting creditors’ rights generally, general equitable principles (whether considered date and currently in a proceeding in equity or at law) and any implied covenant of good faith and fair dealingeffect, or remedies in generalthe certificate of incorporation or the bylaws of Merger Sub, each as from time amended to time date and currently in effect, or (bii) violate any Legal Requirement applicable to Parent or Merger Sub or any of their respective properties or assets. (c) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any Person or Governmental Entity is required to be obtained or made by Parent or Merger Sub in connection with the exercise by courts execution and delivery of equity powers. As this Agreement or the consummation of the date of this AgreementOffer or the Merger and other transactions contemplated hereby, the board of directors of each Merger Sub has except as may be required by or under (i) determined that it is in the best interests of such Merger SubExchange Act and the rules and regulations promulgated thereunder or any other federal or state securities laws, and declared it advisable, to enter into this Agreementrules or regulations, (ii) approved the executionany foreign securities laws, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval rules and regulations of this Agreementthe NYSE, (iv) the Mergers and the other transactions contemplated hereby by its sole shareholderHSR Act or (v) any foreign antitrust or competition law or regulation.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining necessary shareholder approval of Parent, to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I each of Parent and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I each of Parent and Merger Sub II of the Mergers Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate actionaction (including, without limitation, the unanimous approval of the Board of Directors of each of Parent and Merger Sub and the sole shareholder of Merger Sub), and no other corporate proceedings on the part of Parent, Merger Sub I either Parent or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyby this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of the then outstanding shares of Parent Common Stock and the filing and recordation of appropriate merger documents as required by the PBCL). This Agreement has been duly executed and delivered by Parent, Merger Sub I each of Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I each of Parent and Merger Sub II enforceable against Parent, Merger Sub I each of Parent and Merger Sub II in accordance with its terms. The Board of Directors of Parent has taken all action to the extent necessary (including, except as enforcement thereof may be limited against Parentif required, amending the Parent Rights Agreement) in order to render the Parent Rights inapplicable to the Merger Sub I or and the other transactions contemplated by this Agreement to the extent provided herein. The affirmative vote of holders of the outstanding shares of Parent Common Stock entitled to vote at a duly called and held meeting of shareholders is the only vote of the holders of any capital stock of Parent necessary to approve this Agreement, the Merger Sub II and the other transactions contemplated by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or this Agreement. (b) At a meeting duly called and held on February 14, 2000, the exercise Board of Directors of each of Parent and Merger Sub unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Merger, are fair to and in the best interests of each of Parent and Merger Sub and the holders of Parent Common Stock, (ii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, and (iii) resolved to recommend approval and adoption of this Agreement and the Merger by courts the holders of equity powersParent Common Stock. As The actions taken by the Board of Directors of Parent constitute approval of the Merger, this Agreement and transactions contemplated hereby by the Board of Directors of Parent under the provisions of Sections 14-2-1110 et seq. and 14-2-1131 of the Georgia Business Corporate Code such that Sections 14-2-1110 et seq. and 14-2-1131 of the Georgia Business Corporate Code do not apply to this Agreement or the transactions contemplated hereby. Other than Sections 14-2-1110 et seq. and 14-2-1131 of the Georgia Business Corporate Code, no state antitakeover or similar statute is applicable to the Company in connection with the Merger, this Agreement or any of the transactions contemplated hereby. (c) The Robixxxx-Xxxxxxxx Xxxpany LLC, the independent financial advisor to the Board of Directors of Parent ("Parent's Independent Advisor"), has delivered to the Board of Directors of Parent its written opinion dated as of the date of this Agreement, that, as of such date and based on the board of directors of each Merger Sub has (i) determined that it is assumptions, qualifications and limitations contained therein, the Exchange Ratio in the best interests Merger was fair, from a financial point of such Merger Sub, and declared it advisableview, to enter into this Agreement, (ii) approved the execution, delivery and performance shareholders of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholderParent.

Authority for Agreement. Each of Parent, Merger Sub I Headway Holdings and Merger Sub II has all necessary have ----------------------- the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Merger Agreement and to consummate carry out their respective obligations hereunder. The execution and delivery of this Merger Agreement and the Mergers consummation of the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, hereby will have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part respective Boards of Parent, Directors of Merger Sub I or and Headway Holdings and by Xxxxxxx Holdings as the sole shareholder of Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary prior to authorize this Agreement or to consummate the Mergers or the other transactions contemplated herebyEffective Time. This Merger Agreement has been duly executed constitutes a valid and delivered by Parent, Merger Sub I legally binding obligation of Headway Holdings and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I enforceable against Headway Holdings and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof such enforceability may be limited against Parent, Merger Sub I or Merger Sub II by (ai) bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency moratorium and or other similar Laws laws affecting or relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) generally and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, general principals of equity. The execution and delivery and performance of this Merger Agreement by such Merger Sub and the consummation of the Merger and the other transactions contemplated herebyhereby will not conflict with or result in any violation of or default under any provision of the Certificate of Incorporation or By-Laws of Headway Holdings or the Articles of Incorporation or By-Laws of Merger Sub or any mortgage, including indenture, lease agreement or other instrument, permit concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Headway Holdings or Merger Sub, as the Mergers case may be, or any of their properties. No consent, approval, order or authorization of, or registration, declaration or filing with any governmental authority is required in connection with the execution and (iii) resolved to recommend the approval delivery of this Agreement, Merger Agreement or the Mergers consummation of the Merger and the other transactions contemplated hereby by its sole shareholderHeadway Holdings and Merger Sub except for the filing with the Secretary of State of California of this Merger Agreement.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Required Vote, to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II the Company of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II the Company of the Mergers Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate actionaction (including, without limitation, the unanimous approval of the Board of Directors of the Company) and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, the Company are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyherein (other than, with respect to the Merger, the approval and adoption of the Plan of Merger by the Required Vote and the filing of the Articles of Merger with the SCC). This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II the Company and, assuming the due authorization, execution and delivery by the CompanyParent and Sub, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II the Company enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies (regardless of whether the issue of enforceability is considered in a proceeding at law or in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or equity). (b) At a meeting duly called and held on May 14, 2005, the exercise Board of Directors of the Company unanimously (i) determined that this Agreement, the Plan of Merger and the transactions contemplated herein, including the Merger, are advisable, fair to and in the best interests of the Company and the Company Shareholders, (ii) approved and adopted this Agreement, the Plan of Merger and the transactions contemplated herein, including the Merger, and (iii) recommended approval and adoption of this Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, by courts the Company Shareholders. (c) The Company Financial Advisor has delivered to the Board of equity powers. As Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the board of directors of each Merger Sub has (i) determined that it is assumptions, qualifications and limitations contained therein, the consideration to be received by the Company Shareholders in the best interests Merger is fair to such holders, from a financial point of view. A copy of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved opinion is included in the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholderCompany Disclosure Letter.

Authority for Agreement. Each The Company has full power, authority and legal right to enter into and, upon receipt of Parentthe Requisite Vote, Merger Sub I and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder under this Agreement and the other documents contemplated hereby to which the Company is or will be a party and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub the Company has (i) determined that it is in unanimously approved the best interests of such Merger SubMerger, this Agreement and declared it advisable, to enter into this Agreement, (ii) approved the other documents contemplated hereby and the transactions contemplated hereby and thereby and authorized the execution, delivery and performance of this Agreement by such Merger Sub and the other documents contemplated hereby and the consummation of the transactions contemplated herebyhereby and thereby, including (ii) resolved to recommend approval and adoption by the Mergers Shareholders of the Merger, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and (iii) resolved not withdrawn or modified such approval or resolution to recommend recommend. No other corporate proceedings on the approval part of the Company or, immediately following the execution and delivery of this Agreement, any Shareholder of the Mergers Company are, or will be, necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other documents contemplated hereby have been duly executed and delivered by the Company and are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. The Requisite Vote is the only vote of Shareholders of the Company necessary to approve and authorize the Merger, this Agreement and the other documents contemplated hereby and the other transactions contemplated hereby by its sole shareholderand thereby.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II the Company of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II the Company of the Mergers Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action, action (including the approval of the Company Board of Directors) and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub IIthe Company, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub IIthe Company, are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyhereby (other than, with respect to the consummation of the Merger and the adoption of this Agreement, the Company Required Vote). This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II the Company and, assuming the due authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II the Company enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II the Company by (ai) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting the enforcement of creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, general as from time to time in effect, effect or (bii) the exercise by courts of equity powers. As of the date of this Agreement. (b) At a meeting duly called and held, the board Company Board of directors of each Merger Sub Directors has unanimously (i) determined that it is this Agreement, the Merger and the other transactions contemplated hereby, taken together, are at a price and on terms that are fair to, advisable and in the best interests of such Merger Subthe Company Stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of adopted resolutions approving this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers Merger, declaring its advisability and (iii) resolved to recommend recommending the approval adoption by the Company Stockholders of this Agreement, Agreement and the Mergers Merger and the other transactions contemplated hereby. (c) Each of the Company and the Company Board of Directors has taken all action required to be taken by it to exempt this Agreement and the other Transaction Documents and the transactions contemplated hereby by its sole shareholderand thereby from, and this Agreement and the other Transaction Documents, and the transactions contemplated hereby and thereby, are exempt from the requirements of, any and all Antitakeover Laws. (d) The Rights Agreement dated as of May 5, 2005 between the Company and Mellon Investors Services LLC has terminated and is no longer in effect and there are no outstanding rights thereunder. The Company is not party to any other rights plan.