Common use of Authority; No Conflicts Clause in Contracts

Authority; No Conflicts. (i) Oryx has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of Oryx, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryx.

Authority; No Conflicts. (i) Oryx Parent has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions Transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions Transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Parent. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Parent and constitutes a valid and binding agreement of OryxParent, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions Transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryx, Parent or any similar organizational documents of any material Subsidiary of OryxParent, or (B) except as would not reasonably be expected to have not, individually or in the aggregate, constitute a Parent Material Adverse Effect on Oryxand, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Parent or any Subsidiary of Oryx Parent or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx Parent or any Subsidiary of Oryx Parent in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Parent or the consummation by Oryx of the Merger and the other transactions Transactions contemplated hereby and therebyhereby, except for the Necessary Required Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have not, individually or in the aggregate, constitute a Parent Material Adverse Effect on OryxEffect.

Authority; No Conflicts. (i) Oryx Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxCompany, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement Company Vote and the Stock Option Agreements filing of the Certificate of Merger with the Secretary of State of Delaware under the DGCL. This Agreement has been duly executed and delivered by Oryx and Company and, assuming that this Agreement constitutes a valid and binding agreement of OryxPurchaser and Merger Sub, constitutes a valid and binding agreement of Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx Company does not or will not, as the case may be, and the consummation by Oryx Company of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryx, Company or any similar organizational documents of any material Subsidiary of Oryx, its Subsidiaries or (B) except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCompany, and subject to obtaining or making the consentsConsents, approvals, orders, authorizations, registrations, declarations Orders and filings Filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule Order or regulation Law applicable to Oryx Company or any Subsidiary of Oryx its material Subsidiaries or their respective properties or assets. (iii) No consent, approval, order Consent or authorization Order of, or registration, declaration or filing Filing with, any Governmental Entity or expiry of any related waiting period is required by or with respect to Oryx Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Company or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary HSR Act; (B) the Blue Sky Laws; (C) the Exchange Act; (D) the DGCL with respect to the filing of the Certificate of Merger; (E) rules and regulations of the NYSE; (F) the Healthcare Regulatory Approvals; and (G) such Consents or Orders of, and such consents, approvals, orders, authorizations, registrations, declarations Filings with any Governmental Entity and filings expiry of waiting periods the failure of which to make or obtain or expire would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCompany.

Authority; No Conflicts. (i) Oryx Cigna has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Cigna Vote (as defined in Section 3.2(g))) in the case of the Merger. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxCigna, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Cigna Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and Cigna and, assuming that this Agreement constitutes a valid and binding agreement of OryxAnthem and Merger Sub, constitutes a valid and binding agreement of Cigna, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx Cigna does not or will not, as the case may be, and the consummation by Oryx Cigna of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws or equivalent organizational document of Oryx, Cigna or any similar organizational documents of any material Subsidiary of Oryx, Cigna or (B) except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCigna, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowSection 3.2(c)(iii), any loan or credit agreement, security agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, contract, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Cigna or any material Subsidiary of Oryx Cigna or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or expiry of any related waiting period is required by or with respect to Oryx Cigna or any material Subsidiary of Oryx Cigna in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Cigna or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations declarations, licenses and filings and expiry of waiting periods the failure of which to make or obtain obtain, or expire, as the case may be, would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCigna.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote Company Stockholder Approval (as defined in Section 3.2(g3.02(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteCompany Stockholder Approval. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and by the Stock Option Agreements by Oryx Company does not or will not, as the case may be, and the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryxthe Company or except as, individually or any similar organizational documents of any material Subsidiary of Oryxin the aggregate, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company, any provision of the certificate of incorporation or bylaws of any Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X of the SEC) of the Company or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx the Company or any Subsidiary of Oryx the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Specified Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (ia) Oryx Subject to required regulatory and shareholder approvals, each of the Buyer and the Buyer Bank has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of and performance of its obligations under this Agreement and the Stock Option Agreements other documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby herein, including the Mergers, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of Oryx, subject, in the case each of the consummation Buyer and the Buyer Bank. This Agreement represents a legal, valid, and binding obligation of each of the Reverse Split Buyer and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of OryxBuyer Bank, enforceable against it in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws relating except that the availability of specific performance, injunctive relief and other equitable remedies is subject to or affecting creditors generally or by general equity principles (regardless the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at lawmay be brought). (iib) The Neither the execution and delivery of this Agreement and by the Stock Option Agreements by Oryx does not Buyer or will notthe Buyer Bank, as the case may be, and nor the consummation by Oryx the Buyer and the Buyer Bank of the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by the Buyer or the Buyer Bank with any of the provisions hereof will not, (i) conflict with or result in a Violation breach of or pursuant to: (A) any provision of the certificate Buyer's or the Buyer Bank's articles of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryxbylaws, or (Bii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its subsidiaries under, any Contract or Permit of the Buyer or any of its subsidiaries, except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Buyer, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings requisite Consents referred to in paragraph (iiiSECTION 9.1(B) belowof this Agreement, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to Oryx the Buyer or the Buyer Bank or any Subsidiary of Oryx or their respective properties or assetsAssets. (iiic) No consentOther than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, approvalno notice to, order or authorization of, or registration, declaration or filing with, or Consent of, any Governmental Entity Authority is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or necessary for the consummation by Oryx the Buyer and the Buyer Bank of the Merger Mergers and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxin this Agreement.

Authority; No Conflicts. (i) Oryx Regis has all requisite corporate power and authority to enter into this Agreement and the Stock Option Transaction Agreements with respect to which Regis is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval by the holders of Regis Common Stock of the Reverse Split issuance of additional shares of Regis Common Stock in connection with the Merger (the “Regis Share Issuance”) and the adoption amendment of this Agreement by the stockholders Articles of Oryx Incorporation of Regis as set forth in Exhibit E (the “Regis Charter Amendment”) by the Required Oryx Regis Share Issuance Vote (as defined in Section 3.2(g))and the Required Regis Charter Vote, respectively. The execution and delivery of this Agreement and the Stock Option Transaction Agreements with respect to which Regis is contemplated thereby to be a party by Regis and the consummation by Regis of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxRegis, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split Regis Share Issuance and the adoption of this Agreement by the stockholders of Oryx Regis Charter Amendment by the Required Oryx Vote. Each of this Agreement Regis Share Issuance Vote and the Stock Option Required Regis Charter Vote, respectively. This Agreement has been, and the Transaction Agreements has been with respect to which Regis is contemplated thereby to be a party will be, duly executed and delivered by Oryx Regis and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreement with respect to which Regis is contemplated thereby to be a party by the other parties hereto and thereto, as applicable, constitutes or will constitute a valid and binding agreement of OryxRegis, enforceable against it Regis in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Merger Sub and the Stock Option Agreements consummation by Oryx does not Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger Sub subject to further action by Regis as the sole stockholder of Merger Sub to adopt this Agreement and approve the Merger. The Board of Directors of Merger Sub has approved this Agreement and the Merger and resolved to recommend this Agreement and the Merger to its sole stockholder for approval. This Agreement has been duly executed and delivered by Merger Sub and, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding agreement of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or will notaffecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) Subco has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Subco and the consummation by Subco of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Subco. Regis, as the case sole member of Subco, has approved this Agreement, the Merger and the Subsequent Merger. This Agreement has been duly executed and delivered by Subco and, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding agreement of Subco, enforceable against Subco in accordance with its terms, except as such enforceability may bebe limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The execution and delivery of this Agreement by Regis, Merger Sub and Subco does not, the execution and delivery by Regis of the Transaction Agreements with respect to which Regis is contemplated thereby to be a party will not, and the consummation by Oryx Merger Sub of the Merger and the consummation by Regis, Merger Sub and Subco of the other transactions contemplated hereby and thereby will not, conflict with, or result in any breach or violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of or pursuant toresult by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a benefit under, or the creation of a Lien, charge, “put” or “call” right or other encumbrance on, or the loss of, any assets (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) (with or without notice or lapse of time, or both) under: (A) any provision of the certificate Articles of incorporation Incorporation or byBy-laws of Oryx, or any similar organizational documents of Regis, Merger Sub, Subco or any material Significant Subsidiary of Oryx, Regis or (B) except as as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxRegis, subject to obtaining or making the consentsRegis Necessary Consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii1) below, any loan or credit agreement, note, instrument, mortgage, bond, indenture, leaseindenture real estate or other lease or sublease, benefit plan plan, license, sublicense, memorandum of understanding, sales order, purchase order, open bid or other agreementcontract, agreement or obligation, instrumentin each case, including all amendments, modifications and supplements thereto and waivers and consents thereunder (a “Contract”) to which Regis or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Regis or any Subsidiary of Oryx Regis or their respective properties or assets. (iiiv) The execution, delivery and performance by Merger Sub of this Agreement and the consummation by Merger Sub of the transactions contemplated hereby will not contravene or conflict with the Certificate of Incorporation or By-laws of Merger Sub. The execution, delivery and performance by Subco of this Agreement and the consummation by Subco of the transactions contemplated hereby will not contravene or conflict with the Certificate of Formation or other governing documents (if any) of Subco. (vi) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, federal, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency, board, commission or other authority thereof, any arbitral tribunal, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) or any other Person is required to be obtained or made by or with respect to Oryx Regis or any Subsidiary of Oryx Regis in connection with the execution and delivery of this Agreement and the Transaction Agreements with respect to which Regis is contemplated thereby to be a party by Regis, Merger Sub or the Stock Option Agreements by Oryx Subco or the consummation by Oryx Regis, Merger Sub and Subco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents Required Regis Votes, (B) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (F) the DGCL with respect to the filing of the Certificate of Merger and the certificate of merger with respect to the Subsequent Merger with the Delaware Secretary of State, (G) the Minnesota Business Corporation Act with respect to the filing of the Regis Charter Amendment with the Minnesota Secretary of State, (H) the rules and regulations of the NYSE, (I) antitrust or other competition laws of other jurisdictions and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxRegis. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.1(c)(vi) of the Regis Disclosure Schedule are hereinafter referred to as the “Regis Necessary Consents”.

Authority; No Conflicts. (i) Oryx Agouron has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Agreement and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Agouron Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxAgouron, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Agouron Vote. Each of this Agreement and the Stock Option Agreements Agreement has been duly executed and delivered by Oryx Agouron and constitutes a valid and binding agreement of OryxAgouron, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements Agreement by Oryx Agouron does not or will not, as the case may be, and the consummation by Oryx Agouron of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, Agouron or any similar organizational documents of any material Subsidiary of Oryx, Agouron or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxAgouron, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Agouron or any Subsidiary of Oryx Agouron or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx Agouron or any Subsidiary of Oryx Agouron in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx Agouron or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxAgouron.

Authority; No Conflicts. (i) Oryx Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case each of the consummation of the Reverse Split Parent and the Merger, to the approval of the Reverse Split and the adoption of this Merger Sub. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx each of Parent and Merger Sub and constitutes a valid and binding agreement of Oryxeach of Parent and Merger Sub, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a any Violation of or pursuant toof: (A) any provision of the certificate Organizational Documents of incorporation either Parent or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, Merger Sub or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryxeither Parent or Merger Sub, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx either Parent or any Subsidiary of Oryx Merger Sub or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx either Parent or any Subsidiary of Oryx Merger Sub in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Parent and Merger Sub or the consummation by Oryx Parent and Merger Sub of the Merger and the other transactions contemplated hereby and therebyhereby, except for (A) the Necessary Required Consents set forth in Section 3.1(c)(iii) and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on Oryxeither Parent or Merger Sub.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyAgreement and, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders Required Company Vote, to consummate the transactions contemplated hereby and thereby (which shall include, for all purposes hereunder, without limitation, the making and consummation of Oryx by the Required Oryx Vote Tender Offer (as defined in Section 3.2(gherein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein)). The execution execution, delivery and delivery performance of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of Oryxthe Company, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a the legal, valid and binding agreement obligation of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Company. (ii) The Except as set forth in Schedule 3.1(c)(ii), the execution and delivery of this Agreement, the Option Agreement and or the Stock Option Voting Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, require any filing, waiver, permit, approval or consent under, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, requirement, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, or its Subsidiaries and (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, (x) any loan Company Material Contract (other than any cell site lease) except any such Violations, which individually or credit agreementin the aggregate are not material, noteor (y) any other contract, mortgage, bond, indenture, lease, benefit plan agreement or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable binding obligation to Oryx which the Company or any Subsidiary is a party or to which any of Oryx its or their respective properties assets are bound, except as could not, individually or assetsin the aggregate together with any violations pursuant to any Company Material Contract, be reasonably expected to result in a Material Adverse Effect on the Company. (iii) No consent, waiver, permit, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx the Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and or thereby, except for (x) those required under or in relation to (A) the Necessary Consents Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules and regulations promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws, (D) the Securities Act of 1933, as amended (the "Securities Act"), (E) the Securities Exchange Act of 1934, as amended ("Exchange Act"), (F) the NCBCA with respect to the filing and recordation of appropriate documents to effect the Merger, (G) the Public Utilities Commission of Ohio, Public Competitive Telecommunications Service Provider, 563 Registration Form, (H) rules and regulations of any state public service or utility commissions or similar state regulatory bodies, (I) rules and regulations of the NYSE or Nasdaq National Market ("Nasdaq"), and (J) antitrust or other competition laws of other jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would obtain, excluding those which, prior to the Effective Time, have been made or obtained, could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company. (iv) Upon execution and delivery by the Company and the Trustee under the Indenture (the "Trustee") of the Supplemental Indenture in accordance with the Tender Offer, the Majority Covenants (as defined herein) will not apply to the Company or any of its affiliates. The Company has reviewed the Supplemental Indenture with its counsel, the Trustee and such Trustee's counsel, and is aware of no reason that, assuming receipt of the Requisite Consents (as defined herein), the Supplemental Indenture would not be executed by the Trustee.

Authority; No Conflicts. (i) Oryx Xxxx-XxXxx has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx Xxxx-XxXxx by the Required Oryx Xxxx-XxXxx Vote (as defined in Section 3.2(g3.1(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxXxxx-XxXxx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx Xxxx-XxXxx by the Required Oryx Xxxx-XxXxx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Xxxx-XxXxx and constitutes a valid and binding agreement of OryxXxxx-XxXxx, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx Xxxx-XxXxx does not or will not, as the case may be, and the consummation by Oryx Xxxx-XxXxx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation, a right to require redemption or repurchase of or otherwise "put" securities, or the loss of a material benefit, under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation, acceleration, redemption or repurchase, "put" right, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of OryxXxxx-XxXxx, or any similar organizational documents of any material Subsidiary of OryxXxxx-XxXxx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxXxxx-XxXxx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Xxxx-XxXxx or any Subsidiary of Oryx Xxxx-XxXxx or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx Xxxx-XxXxx or any Subsidiary of Oryx Xxxx-XxXxx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Xxxx-XxXxx or the consummation by Oryx Xxxx-XxXxx of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxXxxx-XxXxx. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents".

Authority; No Conflicts. (ia) Oryx Subject to required regulatory and shareholder approvals, the Buyer has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, hereby. Subject to the approval of required regulatory and shareholder approvals, the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of and performance of its obligations under this Agreement and the Stock Option Agreements other documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Oryxthe Buyer. This Agreement represents a legal, subjectvalid, in the case and binding obligation of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of OryxBuyer, enforceable against it in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws relating except that the availability of specific performance, injunctive relief and other equitable remedies is subject to or affecting creditors generally or by general equity principles (regardless the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at lawmay be brought). (iib) The Neither the execution and delivery of this Agreement and by the Stock Option Agreements by Oryx does not or will notBuyer, as the case may be, and nor the consummation by Oryx the Buyer of the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by the Buyer with any of the provisions hereof will not, (i) conflict with or result in a Violation breach of or pursuant to: (A) any provision of the certificate articles of incorporation or by-laws bylaws of Oryx, the Buyer or any similar organizational documents of any material Subsidiary of Oryxits Subsidiaries, or (Bii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its Subsidiaries under, any Contract or Permit of the Buyer or any of its Subsidiaries, except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Buyer, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings requisite Consents referred to in paragraph (iiiSection 8.1(b) belowof this Agreement, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to Oryx the Buyer or any Subsidiary of Oryx its Subsidiaries or any of their respective properties or assetsAssets. (iiic) No consentOther than in connection or compliance with the provisions of the Securities Laws and applicable banking Laws, approvalno notice to, order or authorization of, or registration, declaration or filing with, or Consent of, any Governmental Entity Authority is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or necessary for the consummation by Oryx the Buyer of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxin this Agreement.

Authority; No Conflicts. (i) Oryx MCI has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote MCI Votes (as defined in Section 3.2(g3.1(f)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxMCI, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteMCI Votes. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx MCI and constitutes a valid and binding agreement of OryxMCI, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, MCI or any similar organizational documents of any material Subsidiary of OryxMCI, or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxMCI and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx MCI or any Subsidiary of Oryx MCI or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, including the European Union (a "Governmental Entity Entity"), is required by or with respect to Oryx MCI or any Subsidiary of Oryx MCI in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx MCI or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary Consents Hart-Scott-Rodino Antitrust Improvemenxx Xxx xx 0000, as amended (the "HSR Act"), and Council Regulation (EEC) No. 4064/89 ("Regulation 4064/89"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules, regulations, practices and policies promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws (the "Blue Sky Laws"), (D) the Securities Act of 1933, as amended (the "Securities Act"), (E) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F) the DGCL with respect to the filing of the Delaware Certificate of Merger, (G) laws, rules, regulations, practices and orders of any state public service commissions ("PUCs"), foreign telecommunications regulatory agencies or similar state or foreign regulatory bodies, (H) rules and regulations of NASDAQ, (I) antitrust or other competition laws of other jurisdictions, and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxMCI. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) are hereinafter referred to as "Required Consents."

Authority; No Conflicts. (i) Oryx ShowCase has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx ShowCase Vote (as defined in Section 3.2(g3.2 (g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxShowCase, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx ShowCase Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx ShowCase and constitutes a valid and binding agreement of OryxShowCase, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx ShowCase does not or will not, as the case may be, and the consummation by Oryx ShowCase of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryx, ShowCase or any similar organizational documents of any material Subsidiary of Oryx, ShowCase or (B) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxShowCase or, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx ShowCase or any Subsidiary of Oryx ShowCase or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx ShowCase or any Subsidiary of Oryx ShowCase in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx ShowCase or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxShowCase.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements principal terms of the Merger by the shareholders of the Company. This Agreement has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) At a meeting duly called and held, the Special Committee has (i) determined, in what the Special Committee believes to be good faith, that this Agreement, and the transactions contemplated hereby, including the Merger, are in the best interests of the Company’s shareholders other than Parent and its affiliates and just and reasonable to the Company under Section 310(a)(2) of the CGCL and (ii) resolved to recommend and recommended approval of this Agreement to the Board of Directors. (iii) At a meeting duly called and held, and acting on the recommendation of the Special Committee and with full disclosure of the material facts as to the Merger and after having inquired as to the interest of certain of the Company’s directors in the Merger and the transactions contemplated by this Agreement, the Board of Directors (with certain members abstaining) has (1) determined, in what the Board of Directors believes to be good faith, that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company’s shareholders, other than Parent and its affiliates, and just and reasonable as to the Company under Section 310(a)(2) of the CGCL, (2) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the requirements of the CGCL, and (3) subject to the provisions of Section 4.1 and 4.4(b), resolved to recommend approval and adoption of this Agreement and the Merger by the shareholders of the Company. (iv) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the certificate Organizational Documents of incorporation the Company or by-laws of Oryxthe Company Subsidiaries, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, the Company Subsidiaries or their respective properties or assets or (C) except as could not reasonably be expected to have a Material Adverse Effect on the Company and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiv) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation license applicable to Oryx or any Subsidiary of Oryx the Company, the Company Subsidiaries or their respective properties or assets. (iiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof (a “Governmental Entity Entity”) is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the Necessary Consents Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) the Securities Act of 1933, as amended (the “Securities Act”), (C) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (D) the CGCL with respect to the filing and recordation of appropriate merger or other documents, (E) rules and regulations of the Nasdaq National Market (“Nasdaq”), and (F) antitrust or other competition laws of other jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (i) Oryx PNU has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx PNU Vote (as defined in Section 3.2(g3.1(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxPNU, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx PNU Vote. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx PNU and constitutes a constitute valid and binding agreement agreements of OryxPNU, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx PNU does not or will not, as the case may be, and the consummation by Oryx PNU of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of OryxPNU, or any similar organizational documents of any material Significant Subsidiary of Oryx, PNU or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxPNU or, to the Knowledge of PNU, Newco following the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to Necessary Consents (as defined in paragraph (iii) below), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or similar arrangement or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or PNU, any Subsidiary of Oryx PNU or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx PNU or any Subsidiary of Oryx PNU in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx PNU or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents Hart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE or the Stockholm Stock Exchange, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxPNU. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents".

Authority; No Conflicts. (ia) Oryx Armada has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption performance of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Armada. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and Armada and, assuming that this Agreement constitutes a valid and binding agreement of OryxMesa, constitutes a valid and binding agreement of Armada, enforceable against it Armada in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery of this Agreement and the Stock Option Agreements all other instruments and agreements to be delivered by Oryx does not or will Armada as contemplated hereby do not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation not (i) conflict with any of or pursuant to: (A) any provision the provisions of the certificate of incorporation or by-laws of OryxArmada, in each case as amended to the date of this Agreement, (ii) create any Lien (other than Permitted Liens) on any of the properties or assets of Armada, (iii) subject to receipt of the Armada Necessary Consents, conflict with or result in a breach of, or any similar organizational documents constitute a default under, or result in the acceleration of any material Subsidiary obligation or loss of Oryxany benefits under, any Contract or other instrument to which Armada is a party or by which any of its properties or assets are bound, or (Biv) except as subject to receipt of the Armada Necessary Consents, contravene any Applicable Law, except, in the case of clauses (ii), (iii) and (iv) above, for such Liens, conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxArmada; provided, subject that, for purposes of this Section 4.3(b), the term Material Adverse Effect shall be deemed to obtaining include any event, circumstance, development, state of facts, occurrence, change or making effect that would prevent, materially impair or materially delay the consents, approvals, orders, authorizations, registrations, declarations and filings referred ability of Armada to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assetsconsummate the transactions contemplated by this Agreement. (iiic) No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or Third Party or expiry of any related waiting period is required by or with respect to Oryx Armada or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Armada or the consummation by Oryx of the Merger Acquisition and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (i) Blue Sky Laws; (ii) the Necessary Consents and Exchange Act; (iii) the Securities Act; or (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings and expiry of waiting periods the failure of which to make or obtain or expire would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxArmada; and the consents of Third Parties set forth on Schedule 4.3(c) of the Armada Disclosure Letter. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (i) through (iv) are hereinafter referred to as “Armada Necessary Consents.”

Authority; No Conflicts. (i) Oryx Parent has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Parent. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Parent and constitutes a valid and binding agreement of OryxParent, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a any Violation of or pursuant toof: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, Parent or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryx, Parent and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Parent or any Subsidiary of Oryx or their its respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx Parent in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Parent or the consummation by Oryx Parent of the Merger and the other transactions contemplated hereby and therebyhereby, except for (A) the Necessary Consents consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clause (x) of Section 2.1(c)(v) and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on OryxParent or impair or delay the ability of Parent to consummate the transactions contemplated hereby.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Agreement and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote. Each of this Agreement and the Stock Option Agreements Agreement has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements Agreement by Oryx the Company does not or will not, as the case may be, and the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and thereby by the Option Agreement will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryx, the Company or any similar organizational documents of any material Significant Subsidiary of Oryx, the Company or (B) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company or, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx the Company or any Subsidiary of Oryx the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx the Company or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyor by the Option Agreement, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would obtain, in the aggregate, will not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (i) Oryx PNU has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx PNU Vote (as defined in Section 3.2(g3.1(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxPNU, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx PNU Vote. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx PNU and constitutes a constitute valid and binding agreement agreements of OryxPNU, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx PNU does not or will not, as the case may be, and the consummation by Oryx PNU of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of OryxPNU, or any similar organizational documents of any material Significant Subsidiary of Oryx, PNU or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxPNU or, to the Knowledge of PNU, Newco following the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to Necessary Consents (as defined in paragraph (iii) below), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or similar arrangement or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or PNU, any Subsidiary of Oryx PNU or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx PNU or any Subsidiary of Oryx PNU in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx PNU or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE or the Stockholm Stock Exchange, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxPNU. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents".

Authority; No Conflicts. (i) Oryx Parent has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Agreement and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by and to obtaining the stockholders requisite shareholder approval (the "Parent Shareholder Approval") of Oryx an amendment to Parent's restated articles of incorporation to provide for the authorization of the Exchanged Preferred Shares to be issued solely in the Merger and of the issuance of the shares of Parent Common Stock and the Exchange Preferred Shares to be issued in the Merger (such amendment and issuance, collectively the "Share Issuance") by the Required Oryx Parent Vote (as defined in Section 3.2(g3.1(g)). The execution and delivery of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxParent, subject, in subject to obtaining the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteParent Shareholder Approval. Each of this Agreement and the Stock Option Agreements Agreement has been duly executed and delivered by Oryx Parent and constitutes a valid and binding agreement of OryxParent, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements Agreement by Oryx Parent does not or will not, as the case may be, and the consummation by Oryx Parent of the Merger and the other transactions contemplated hereby and thereby by the Option Agreement will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryx, Parent or any similar organizational documents of any material Significant Subsidiary of OryxParent, or (B) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.11(h)) on OryxParent, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Parent or any Subsidiary of Oryx Parent or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx Parent or any Subsidiary of Oryx Parent in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx Parent or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyor by the Option Agreement, except for those required under or in relation to (A) the Necessary Consents Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the EC Merger Regulation, (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (E) the NJBCA with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE, (G) antitrust or other competition laws of other jurisdictions, (H) the North Carolina Business Corporation Act with respect to the amendment of Parent's restated articles of incorporation described in Section 3.1(c)(i) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure failures of which to make or obtain would obtain, in the aggregate, will not reasonably be expected to have a Material Adverse Effect on OryxParent. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents."

Authority; No Conflicts. (i1) Oryx has WAXS and Merger Sub have all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the Merger and the other transactions contemplated hereby and therebyhereby, subject, in the case of the consummation of the Reverse Split and the MergerWAXS, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx WAXS by the Required Oryx WAXS Vote (as defined in Section 3.2(g3.1(g))) of this Agreement, the Merger and the other transactions contemplated hereby and, in the case of Merger Sub, the affirmative vote of WAXS, as sole stockholder thereof, of this Agreement, the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxWAXS and Merger Sub, subject, in the case of the consummation of the Reverse Split and the MergerWAXS, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx WAXS of this Agreement, the Merger and the transactions contemplated hereby by the Required Oryx Vote. Each WAXS Vote and subject, in the case of Merger Sub, to the affirmative vote of WAXS, as sole stockholder thereof, of this Agreement Agreement, the Merger and the Stock Option Agreements other transactions contemplated hereby. This Agreement has been duly executed and delivered by Oryx WAXS and Merger Sub and constitutes a valid and binding agreement of Oryxeach of WAXS and Merger Sub, enforceable against it in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar or other laws relating to or affecting creditors the enforcement of creditors' rights generally or by general equity equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii2) The execution and delivery Subject, in the case of WAXS, to the approval by the stockholders of WAXS of this Agreement Agreement, the Merger and the Stock Option Agreements transactions contemplated hereby by Oryx does not or will notthe Required WAXS Vote and, in the case of Merger Sub, the affirmative vote of WAXS, as the case may besole stockholder thereof, and the consummation by Oryx of this Agreement, the Merger and the other transactions contemplated hereby, the execution and delivery of this Agreement by WAXS and Merger Sub does not, and the consummation by WAXS and Merger Sub of the Merger and the other actions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or pursuant toboth) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") of: (A) any provision of the certificate of incorporation or by-laws bylaws of OryxWAXS, or any similar organizational documents of any material Subsidiary of OryxWAXS or Merger Sub, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, WAXS and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii3) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or WAXS, any Subsidiary of Oryx WAXS or their respective properties or assets. (iii3) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any supranational, national, state, municipal, local or foreign regulatory, taxing, importing or other governmental or quasi-governmental authority (a "GOVERNMENTAL ENTITY"), is required by or with respect to Oryx or WAXS, any Subsidiary of Oryx WAXS or Merger Sub in connection with the execution and delivery of this Agreement by WAXS or the Stock Option Agreements by Oryx Merger Sub or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary Consents Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) state securities or "blue sky" laws (the "BLUE SKY LAWS"), (C) the Communications Act of 1996, as amended (the "COMMUNICATIONS ACT"), and all applicable state public utilities laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger, (G) rules and regulations of Nasdaq, (H) antitrust or other competition laws of other jurisdictions, (I) such consents, approvals, orders, authorizations, registrations, declarations and filings as are required by applicable laws, regulations and rules governing the telecommunications business including, without limitation, those of the United States Federal Communication Commission (the "FCC"), (J) any filings and approvals expressly contemplated by this Agreement, and (K) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxWAXS. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (K) are hereinafter referred to as "NECESSARY CONSENTS".

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements principal terms of the Merger by the shareholders of the Company. This Agreement has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) At a meeting duly called and held, the Special Committee has (i) determined, in what the Special Committee believes to be good faith, that this Agreement, and the transactions contemplated hereby, including the Merger, are in the best interests of the Company's shareholders other than Parent and its affiliates and just and reasonable to the Company under Section 310(a)(2) of the CGCL and (ii) resolved to recommend and recommended approval of this Agreement to the Board of Directors. (iii) At a meeting duly called and held, and acting on the recommendation of the Special Committee and with full disclosure of the material facts as to the Merger and after having inquired as to the interest of certain of the Company's directors in the Merger and the transactions contemplated by this Agreement, the Board of Directors (with certain members abstaining) has (1) determined, in what the Board of Directors believes to be good faith, that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company's shareholders, other than Parent and its affiliates, and just and reasonable as to the Company under Section 310(a)(2) of the CGCL, (2) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the requirements of the CGCL, and (3) subject to the provisions of Section 4.1 and 4.4(b), resolved to recommend approval and adoption of this Agreement and the Merger by the shareholders of the Company. (iv) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate Organizational Documents of incorporation the Company or by-laws of Oryxthe Company Subsidiaries, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, the Company Subsidiaries or their respective properties or assets or (C) except as could not reasonably be expected to have a Material Adverse Effect on the Company and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiv) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation license applicable to Oryx or any Subsidiary of Oryx the Company, the Company Subsidiaries or their respective properties or assets. (iiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof (a "Governmental Entity Entity") is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the Necessary Consents Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Securities Act of 1933, as amended (the "Securities Act"), (C) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (D) the CGCL with respect to the filing and recordation of appropriate merger or other documents, (E) rules and regulations of the Nasdaq National Market ("Nasdaq"), and (F) antitrust or other competition laws of other jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. Each Member represents and warrants as follows: (ia) Oryx It, and to its best knowledge, each of its Control Entities, is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization; (b) It has all requisite corporate full power and authority and legal right to enter into execute and deliver this Operating Agreement and, when executed and the Stock Option Agreements delivered, any Additional Agreement to which it may be a party; (c) Its execution, delivery and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption performance of this Operating Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution has been, and, when executed and delivery of this Agreement and the Stock Option delivered, all Additional Agreements and the consummation of the transactions contemplated hereby and thereby to which it may be a party will have been been, duly authorized by all necessary corporate action on the part of Oryxaction; (d) This Operating Agreement and, subjectwhen executed and delivered, in the case of the consummation of the Reverse Split and the Merger, each Additional Agreement to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements which it may be a party has been duly executed and delivered by Oryx it, as the case may be; (e) This Operating Agreement and, when executed and delivered, each Additional Agreement to which it may be a party constitutes a its, as the case may be, legal, valid and binding agreement of Oryxobligation, enforceable against it in accordance with its terms, except as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating to or affecting the rights of creditors generally and by the availability of the remedy of specific performance; and (f) None of the execution, delivery or performance by general equity principles it of this Operating Agreement and, when executed and delivered, any Additional Agreement to which it may be a party (regardless of whether such enforceability is considered in a proceeding in equity i) will violate or at law). conflict with its organizational documents, (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation any breach of or pursuant to: (A) default under any provision of the certificate of incorporation other Contract to which it may be a party or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowis prohibited or, except as expressly disclosed in this Operating Agreement or any loan Additional Agreement to which it may be a party, requires it to obtain any consent, approval or credit agreement, note, mortgage, bond, indenture, lease, benefit plan authorization or make any registration or filing with any governmental authority or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assetsPerson. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryx.

Authority; No Conflicts. (i) Oryx Xxxxxx-Xxxxxrt has all requisite corporate power and authority to enter into xx xxxxx xxxx this Agreement and the Stock Option Agreements Agreement and to consummate the transactions contemplated hereby and thereby, subjectincluding, without limitation, the issuance of the shares of Warner- Lambert Common Stock to be issued in the case of Merger (the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)"Sxxxx Xxxxxxxx"). The execution and delivery of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteWarner-Lambert. Each of this Agreement and the Stock Option Agreements has been Agxxxxxxx xxx xxen duly executed and delivered by Oryx Warner-Lambert and constitutes a valid and binding agreement of OryxXxxxxx-Xxxxxxt, enforceable against it in accordance with its termsxxx xxxxx, except xxcept as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements Agreement by Oryx Warner-Lambert does not or will not, as the case may be, and the consummation thx xxxxxxxxxxxx by Oryx Warner-Lambert of the Merger and the other transactions contemplated hereby and contempxxxxx xxxxxx xnd thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, is hereinafter referred to as a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, Warner-Lambert or any similar organizational documents of any material Subsidiary of Oryx, Warner-Lambert or (B) except as xxxxxx xx would not reasonably be expected to have a Material expectex xx xxxx x Xxterial Adverse Effect on OryxWarner-Lambert, subject to obtaining or making the consents, approvalsapxxxxxxx, ordersxxxxxs, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Warner-Lambert or any Subsidiary of Oryx Warner-Lambert, or their respective properties rexxxxxxxx xxxxxrties or assets. (iiixxx) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx Warner-Lambert or any Subsidiary of Oryx Warner-Lambert in connection with the execution connectiox xxxx xxx xxxcution and delivery of this Agreement xxxx Xxxxxxxxt or the Stock Option Agreements Agreement by Oryx Warner- Lambert or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyxxxxxxxxxxxx xontemplated hereby, except for those required under or in relation to (A) the Necessary Consents Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amendex (xxx "XXX Xxx"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the CGCL with respect to the filing of the Certificate of Merger, (F) rules and such regulations of the NYSE and the Nasdaq National Market, (G) antitrust or other competition laws of other jurisdictions, (H) the Consent Decree of Permanent Injunction, dated August 16, 1993 between Warner-Lambert and the United States, (I) the Invexxxxxx Xxxxxx Xxx, xxx (X) xxxx consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxWarner-Lambert. Consents, approvals, orders, authorizations, rxxxxxxxxxxxx, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) are hereinafter referred to as "Necessary Consents".

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyAgreement and, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by Required Company Vote, to consummate the Required Oryx Vote (as defined in Section 3.2(g))transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of Oryxthe Company, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a the legal, valid and binding agreement obligation of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Company. (ii) The Except as set forth in Schedule 3.1(c)(ii), the execution and delivery of this Agreement, the Option Agreement and or the Stock Option Voting Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, require any filing, waiver, permit, approval or consent under, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, requirement, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, or its Subsidiaries and (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, (x) any loan Company Material Contract (other than any cell site lease) except any such Violations, which individually or credit agreementin the aggregate are not material, noteor (y) any other contract, mortgage, bond, indenture, lease, benefit plan agreement or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable binding obligation to Oryx which the Company or any Subsidiary is a party or to which any of Oryx its or their respective properties assets are bound, except as could not, individually or assetsin the aggregate together with any violations pursuant to any Company Material Contract, be reasonably expected to result in a Material Adverse Effect on the Company. (iii) No consent, waiver, permit, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx the Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and or thereby, except for (x) those required under or in relation to (A) the Necessary Consents Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules and regulations promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws, (D) the Securities Act of 1933, as amended (the "Securities Act"), (E) the Securities Exchange Act of 1934, as amended ("Exchange Act"), (F) the NCBCA with respect to the filing and recordation of appropriate documents to effect the Merger, (G) the Public Utilities Commission of Ohio, Public Competitive Telecommunications Service Provider, 563 Registration Form, (H) rules and regulations of any state public service or utility commissions or similar state regulatory bodies, (I) rules and regulations of the NYSE or Nasdaq National Market ("Nasdaq"), and (J) antitrust or other competition laws of other jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would obtain, excluding those which, prior to the Effective Time, have been made or obtained, could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (ia) Oryx The Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))Company Vote. The execution execution, delivery and delivery performance of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders Required Company Vote, and no other corporate or stockholder action on the part of Oryx by the Required Oryx VoteCompany is necessary or required. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and the Company and, assuming that this Agreement constitutes a valid and binding agreement of OryxParent and Merger Sub, constitutes a valid and binding agreement of the Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by the Stock Option Agreements by Oryx does not or will Company as contemplated hereby do not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation not (i) conflict with any of or pursuant to: (A) any provision the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Oryxthe Company or any of its Subsidiaries, in each case as amended to the date of this Agreement, (ii) create any Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries, (iii) conflict with or result in a breach of, or any similar organizational documents constitute a default under, or result in the acceleration of any material Subsidiary obligation or loss of Oryxany benefits under, any Contract or other instrument to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, or (Biv) except as subject to receipt of the Necessary Consents, contravene any Applicable Law, except, in the case of clauses (ii), (iii) and (iv) above, for such Liens, conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on Oryxthe Company; provided, subject that, for purposes of this Section 3.3(b), the term Material Adverse Effect shall be deemed to obtaining include any event, circumstance, development, state of facts, occurrence, change or making effect that would prevent, materially impair or materially delay the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx ability of the Company or any Subsidiary of Oryx or their respective properties or assetsits Subsidiaries to consummate the transactions contemplated by this Agreement. (iiic) No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or Third Party or expiry of any related waiting period is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxConsents.

Authority; No Conflicts. (i) Oryx WJ has all requisite corporate power and authority to enter into this Agreement and Agreement, the Stock Option Agreements and the Registration Rights Agreement (as defined in Section 5.12) and to consummate the transactions contemplated hereby and thereby, subject, subject to obtaining the requisite stockholder approval (the "WJ Stockholder Approval") of the issuance of the shares of WJ ----------------------- Common Stock to be issued in the case of Merger (the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)"Share Issuance"). The execution -------------- and delivery of this Agreement and Agreement, the Stock Option Agreements and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxWJ, subject, in subject to obtaining the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteWJ Stockholder Approval. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx WJ and constitutes a constitute (and the Registration Rights Agreement when executed and delivered will constitute) valid and binding agreement agreements of OryxWJ, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and Agreement, the Stock Option Agreements and the Registration Rights Agreement by Oryx WJ does not or will not, as the case may be, and the consummation by Oryx WJ of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation ---------- or by-laws bylaws of Oryx, WJ or any similar organizational documents of any material Subsidiary of OryxWJ, or (B) the Amended and Restated Registration Agreement, dated October 22, 1996, between WJ and the stockholders named therein or (C) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxWJ, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or WJ, any Subsidiary of Oryx material Subsidiary, or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi- governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is ------------------- required by or with respect to Oryx WJ or any Subsidiary of Oryx WJ in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx WJ or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or ------- "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange ------------- Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the Nasdaq, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure failures of which to make or obtain obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxWJ. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents." ------------------

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and and, if required, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Oryxthe Company, subjectif required, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote. Each holders of Company Common Stock, and no other corporate proceedings are necessary to authorize this Agreement and or to consummate the Stock Option Agreements transactions contemplated hereby. This Agreement has been duly executed and delivered by Oryx the Company and, assuming the due execution and delivery by Parent and the Purchaser, constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has, at a meeting duly called and held, (A) approved this Agreement, the Offer and the Merger and the transactions contemplated hereby, (B) declared that the Offer, this Agreement and the Merger are advisable, fair to and in the best interests of the Company and its stockholders, and (C) made the Company Tender Recommendation. Such actions are sufficient to render inapplicable to this Agreement, the Offer and the Merger and the other transactions contemplated hereby the restrictions on business combinations set forth in Section 203 of the DGCL. No other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Offer, the Merger or any other transaction contemplated hereby. (ii) The execution Except as disclosed in Section 3.1(c) of the Company Disclosure Schedule, the execution, delivery and delivery performance of this Agreement and the Stock Option Agreements by Oryx does do not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or the creation of a Lien on any assets (any such conflict, violation, default, right of termination, cancellation or acceleration, or creation, a "Violation"), pursuant to: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, its Subsidiaries or (B) except as would is not reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect on Oryxthe Company or prevent the consummation of the transactions contemplated hereby and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, the terms, provisions or conditions of any loan or credit agreement, note, mortgage, bond, indenture, lease, compensation or benefit plan (or any grant or award made pursuant thereto) or other agreement, obligation, instrument, contract, permit, concession, franchise, license, judgment, order, writ, injunction, award, decree, statute, law, ordinance, rule or regulation applicable to Oryx the Company, the Company's Subsidiaries or any Subsidiary of Oryx or their respective properties or assets. (iii) No consent, registration, permit, approval, order or authorization of, or registration, declaration declaration, notice, report, or other filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the Necessary Consents Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), (B) the DGCL with respect to the filing of the Certificate of Merger, (C) rules and regulations of the Nasdaq National Market ("NNM"), (D) antitrust or other competition laws of any applicable jurisdictions, including, without limitation, the requirements of the HSR Act, and (E) such as may be required under any applicable state securities or blue sky laws and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would is not reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect on Oryxthe Company or prevent the consummation of the transactions contemplated hereby. (iv) The Board of Directors of the Company, or an appropriate committee thereof, has taken (or will take prior to the Merger) all action necessary so that the exemption from Section 16 under the Exchange Act which is contemplated by Section 16b-3(e) is applicable to the disposition of the Company Common Stock and Company Options in or in connection with the Merger as contemplated by this Agreement by all persons who are directors and/or officers of the Company.

Authority; No Conflicts. (i) Oryx ZiaSun has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, ZiaSun Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx ZiaSun Vote (as defined in Section 3.2(g4.2(g)). The execution and delivery of this Agreement and Agreement, the Stock Option Agreements performance of the obligations hereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of OryxZiaSun and no other corporate proceedings on the part of ZiaSun are necessary to authorize the execution and delivery of this Agreement or to consummate the ZiaSun Merger and the other transactions contemplated hereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, ZiaSun Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx ZiaSun Vote. Each of this This Agreement and the Stock Option Agreements has been duly and validly executed and delivered by Oryx ZiaSun and constitutes a valid valid, legal, and binding agreement of OryxZiaSun, enforceable against it ZiaSun in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by ZiaSun do not, and the Stock Option Agreements by Oryx does not or will not, as the case may be, performance of its obligations hereunder and the consummation by Oryx ZiaSun of the ZiaSun Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws or similar organizational document of Oryx, ZiaSun or any similar organizational documents of any material Significant Subsidiary of Oryx, ZiaSun or (B) except as (1) individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxZiaSun, (2) would not prevent or materially delay the consummation of the Mergers, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowbelow or (3) as set forth in Section 4.2(c)(ii) of the ZiaSun Disclosure Schedule, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx ZiaSun or any Subsidiary of Oryx ZiaSun or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Oryx ZiaSun or any Subsidiary of Oryx ZiaSun in connection with the execution and delivery of this Agreement by ZiaSun or the Stock Option Agreements by Oryx performance of its obligations hereunder or the consummation by Oryx of the ZiaSun Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxConsents.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote Company Stockholder Approval (as defined in Section 3.2(g3.02(g))) . The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteCompany Stockholder Approval. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and by the Stock Option Agreements by Oryx Company does not or will not, as the case may be, and the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryxthe Company or except as, individually or any similar organizational documents of any material Subsidiary of Oryxin the aggregate, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company, any provision of the certificate of incorporation or bylaws of any Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X of the SEC) of the Company or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx the Company or any Subsidiary of Oryx the Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except the Necessary Specified Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (i) Oryx MCI has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (holders of MCI Common Stock and the requisite vote of the holders of MCI Class A Common Stock, voting separately as defined in Section 3.2(g))a class, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxMCI, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteMCI. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx MCI and constitutes a valid and binding agreement of OryxMCI, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, MCI or any similar organizational documents of any material Subsidiary of Oryx, MCI or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxMCI and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx MCI or any Subsidiary of Oryx MCI or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supra-national, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, including the European Union (a "Governmental Entity Entity"), is required by or with respect to Oryx MCI or any Subsidiary of Oryx MCI in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx MCI or the consummation by Oryx MCI of the Merger transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and Council Regulation (EEC) No. 4064/89 ("Regulation 4064/89"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules and regulations promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws, (D) the Securities Act, (E) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F) the DGCL with respect to the filing and recordation of appropriate merger or other documents, (G) rules and regulations of any state or foreign public service commissions or similar state or foreign regulatory bodies, (H) Section 721 of the Defense Production Act of 1950, as amended, and the rules promulgated thereunder ("Exon-Xxxxxx") and the rules and regulations promulgated by the Department of Defense, (I) rules and regulations of the Nasdaq National Market ("NASDAQ"), (J) the Fair Trading Act of 1973, (K) the Restrictive Trade Practices Xxx 0000, (L) antitrust or other transactions contemplated hereby competition laws of other jurisdictions, and thereby, except the Necessary Consents and (M) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxMCI. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (L) are hereinafter referred to as "Required Consents."

Authority; No Conflicts. (i) Oryx MCI has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (holders of MCI Common Stock and the requisite vote of the holders of MCI Class A Common Stock, voting separately as defined in Section 3.2(g))a class, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxMCI, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteMCI. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx MCI and constitutes a valid and binding agreement of OryxMCI, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is 22 11 considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, MCI or any similar organizational documents of any material Subsidiary of Oryx, MCI or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxMCI and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx MCI or any Subsidiary of Oryx MCI or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or the consummation by Oryx regulations of the Merger Nasdaq National Market ("NASDAQ"), (J) the Fair Trading Act of 1973, (K) the Restrictive Trade Practices Act 0000, (X) antitrust or other competition laws of other jurisdictions, and the other transactions contemplated hereby and thereby, except the Necessary Consents and (M) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxMCI. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (L) are hereinafter referred to as "Required Consents."

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and, subject to the adoption of this Agreement and approval of the Stock Option Agreements and Merger by the requisite vote of the holders of Company Common Stock, to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company by a unanimous vote of all the members of the Company Board, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements Merger by the requisite vote of the holders of Company Common Stock. This Agreement has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will (including the Exchange Offers) does not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, amendment, cancellation or acceleration of any obligation or the loss of a benefit under, or the creation of a Lien on any assets (any such conflict, violation, default, right of consent, termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any --------- provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, its Subsidiaries or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, leasebenefit plan, benefit plan lease or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx the Company, the Company's Subsidiaries or their respective real properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, or other governmental or quasi-governmental authority (a "Governmental Entity ------------ Entity"), is required by or with respect to Oryx the Company or any Subsidiary of Oryx ------ in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the Necessary Consents filing of a proxy statement in definitive form relating to the meeting of the Company's stockholders to be held in connection with the Merger (together with all amendments, supplements and exhibits thereto, the "Proxy ----- Statement") and (B) the DGCL with respect to the filing and recordation of --------- appropriate merger or other documents, including the Certificate of Merger, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain which would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company or materially impair or delay the ability of the Company to consummate the transactions contemplated hereby.

Authority; No Conflicts. (ia) Oryx Parent has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption performance of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Parent. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and Parent and, assuming that this Agreement constitutes a valid and binding agreement of Oryxthe Company, constitutes a valid and binding agreement of Parent, enforceable against it Parent in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery of this Agreement and the Stock Option Agreements all other instruments and agreements to be delivered by Oryx does not or will Parent as contemplated hereby do not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation not (i) conflict with any of or pursuant to: (A) any provision the provisions of the certificate of incorporation or by-laws of OryxParent, in each case as amended to the date of this Agreement, (ii) create any Lien (other than Permitted Liens) on any of the properties or assets of Parent, (iii) conflict with or result in a breach of, or any similar organizational documents constitute a default under, or result in the acceleration of any material Subsidiary obligation or loss of Oryxany benefits under, any Contract or other instrument to which Parent is a party or by which any of its properties or assets are bound, or (Biv) except as subject to receipt of the Necessary Consents, contravene any Applicable Law, except, in the case of clauses (ii), (iii) and (iv) above, for such Liens, conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxParent; provided, subject that, for purposes of this Section 4.3(b), the term Material Adverse Effect shall be deemed to obtaining include any event, circumstance, development, state of facts, occurrence, change or making effect that would prevent, materially impair or materially delay the consents, approvals, orders, authorizations, registrations, declarations and filings referred ability of the Parent to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assetsconsummate the transactions contemplated by this Agreement. (iiic) No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or Third Party or expiry of any related waiting period is required by or with respect to Oryx or any Subsidiary of Oryx Parent in connection with the execution and delivery of this Agreement by Parent or the Stock Option Agreements by Oryx Merger Sub or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (i) state securities or “blue sky” laws (the Necessary Consents “Blue Sky Laws”); (ii) the Exchange Act; (iii) the Securities Act; (iv) NRS with respect to the filing of the Articles of Merger; (v) rules and regulations of the NYSE and (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings and expiry of waiting periods the failure of which to make or obtain or expire would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxParent. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (i) through (v) are hereinafter referred to as “Necessary Consents.”

Authority; No Conflicts. (i) Oryx OSI has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx OSI Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxOSI, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx OSI Vote. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx OSI and constitutes a constitute valid and binding agreement agreements of OryxOSI, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx OSI does not or will not, as the case may be, and the consummation by Oryx OSI of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws of Oryx, OSI or any similar organizational documents of any material Subsidiary of Oryx, OSI or (B) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxOSI or, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or OSI, any material Subsidiary of Oryx OSI or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx OSI or any Subsidiary of Oryx OSI in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx OSI or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxOSI.

Authority; No Conflicts. (i) Oryx Teleglobe has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and other Transaction Documents to which it is or may become a party and, subject to the approval by the Required Articles Amendment Vote or the Required By-Law Amendment Vote of the Teleglobe Articles Amendment or the Teleglobe By-Law Amendment, respectively, to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements other Transaction Documents to which it is or may become a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxTeleglobe, subject, subject in the case of the consummation of Teleglobe Articles Amendment or the Reverse Split and Teleglobe By-Law Amendment, as the Mergercase may be, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Articles Amendment Vote or the Required By-Law Amendment Vote, as the case may be. Each of this This Agreement has been, and the Stock Option Agreements has other Transaction Documents to which Teleglobe is or may become a party have been or will be when executed by Teleglobe, duly executed and delivered by Oryx Teleglobe, and each constitutes or will constitute a valid and binding agreement of OryxTeleglobe, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery by Teleglobe of this Agreement and the Stock Option Agreements by Oryx does other Transaction Documents to which it is or may become a party do not or and will not, as the case may be, and the consummation by Oryx Teleglobe and Merger Sub of the Merger and the other transactions contemplated hereby and or thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar constitutive documents of Oryx, Teleglobe or any similar organizational documents of any material Subsidiary of OryxTeleglobe, or (B) except as would not are not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on OryxTeleglobe or prevent or materially delay the performance of this Agreement by Teleglobe and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan Contract, Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Permit applicable to Oryx Teleglobe or any Subsidiary of Oryx Teleglobe or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx Teleglobe or any Subsidiary of Oryx Teleglobe in connection with the execution and delivery by Teleglobe of this Agreement or and the Stock Option Agreements by Oryx other Transaction Documents to which Teleglobe may be a party or the consummation by Oryx Teleglobe of the Merger and the other transactions contemplated hereby and or thereby, except for the Necessary Consents Required Consents, if applicable, and those required under or in relation to the Telecommunications Act (Canada), the Radiocommunication Act (Canada) or the Telegraphs Act (Canada), the Montreal Exchange (the "ME") and The Toronto Stock Exchange (the "TSE" and, together with the ME and the NYSE, the "Exchanges") and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would are not individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on OryxTeleglobe or prevent or materially delay the performance of this Agreement by Teleglobe. Neither the execution and delivery by Teleglobe of this Agreement, and the other Transaction Documents to which Teleglobe is a party nor the consummation and performance by Teleglobe of the Merger and the other transactions contemplated hereby or thereby will result in a violation of (a) the Federal Communications Laws, (b) the laws, rules, regulations, orders, practices or policies of any state legislature or PUC, foreign (including multi-national) telecommunications regulatory agency or similar state or foreign regulatory body, or (c) any order, writ, judgment, injunction, decree or award of the FCC, any entity listed in clause (b) above, or any court of competent jurisdiction binding upon Teleglobe, other than any violation which is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on Teleglobe. (iv) Each of Teleglobe and its Subsidiaries is in possession of all Permits from appropriate Governmental Entities necessary for Teleglobe or any of its Subsidiaries to own, lease and operate its properties or to carry on their respective businesses as they are now being conducted (the "Teleglobe Permits"), and all such Teleglobe Permits are valid and in full force and effect, except where the failure to have, or the suspension, cancellation or restriction of, any of the Teleglobe Permits does not and would not, individually or in the aggregate, (a) have or be reasonably likely to have a Material Adverse Effect on Teleglobe or (b) prevent or materially delay the performance of this Agreement by Teleglobe. No suspension, cancellation or restriction of any of the Teleglobe Permits is pending or, to the actual knowledge of the executive officers of Teleglobe, threatened, except where the failure to have, or the suspension or cancellation of, any of Teleglobe Permits does not and would not, individually or in the aggregate, (x) have or be reasonably likely to have a Material Adverse Effect on Teleglobe or (y) prevent or materially delay the performance of this Agreement by Teleglobe. Neither Teleglobe nor any of its Subsidiaries is in conflict with, or in default, breach or violation of any Teleglobe Permits, except for such conflicts, defaults, breaches or violations that do not and would not, individually or in the aggregate, (A) have or be reasonably likely to have a Material Adverse Effect on Teleglobe or (B) prevent or materially delay the performance of this Agreement by Teleglobe.

Authority; No Conflicts. (i) Oryx Meritor has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Meritor Vote (as defined in Section 3.2(g4.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements by Meritor and the consummation by Meritor of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxMeritor, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Meritor Vote. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx Meritor and, assuming the due authorization and constitutes a valid execution and delivery by Arvix, xxnstitute valid and binding agreement agreements of OryxMeritor, enforceable against it Meritor in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will Meritor do not, as the case may be, and the consummation by Oryx Meritor of the Merger and the other transactions contemplated hereby and thereby will not, not result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational document of Oryx, Meritor or any similar organizational documents of any material Significant Subsidiary of Oryx, Meritor or (B) except as as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxMeritor or, to the Knowledge of Meritor, Newco following the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to Meritor Necessary Consents (as defined in 33 38 paragraph (iii) below), any loan Contract to which Meritor or credit agreementany of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Meritor or any Subsidiary of Oryx Meritor or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person, is required by or with respect to Oryx Meritor or any Subsidiary of Oryx Meritor in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx Meritor or the consummation by Oryx Meritor of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL and the IBCL with respect to the filing of the applicable articles or certificate of merger with the Delaware Secretary or the Indiana Secretary, (F) the rules and regulations of the NYSE, including with respect to authorization for inclusion of the shares of Newco Common Stock to be issued in the Merger and the transaction contemplated hereby on the NYSE, subject to official notice of issuance, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxMeritor. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as the "Meritor Necessary Consents".

Authority; No Conflicts. (a) Subject, in the case of the consummation of the Merger, to the FCC Shareholder Approval, any approvals or clearances required under the applicable insurance laws of any state, the filings contemplated by Section 1.07 and the filing of the Plan of Merger, and related articles of merger, with the Virginia State Corporation Commission and the Illinois Secretary of State, (i) Oryx FCC has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in (ii) the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in FCC and no further action is required on the case part of the consummation of the Reverse Split and the Merger, FCC to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of authorize this Agreement and the Stock Option Agreements transactions contemplated hereby, (iii) this Agreement, the Plan of Merger and the Merger have been unanimously approved and adopted by the Board of Directors of FCC in accordance with Virginia law, and the articles of incorporation and bylaws of FCC, and (iv) this Agreement has been duly executed and delivered by Oryx FCC, and assuming the due authorization, execution and delivery by the other Party hereto, constitutes a the valid and binding agreement obligation of OryxFCC, enforceable against it in accordance with its terms, except as such enforceability may be limited by subject to the laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and rules of law governing specific performance, reorganization, moratorium and similar laws relating to injunctive relief or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)other equitable remedies. (iib) The execution and delivery by FCC of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, not conflict with or result in a Violation any violation of or pursuant to: default under (Awith or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the certificate articles of incorporation or by-laws bylaws of OryxFCC, or any similar organizational documents of any material Subsidiary of Oryx, or (Bii) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowFCC, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan contract, covenant or other agreement, obligation, instrumentinstrument or commitment, permit, concession, franchisefranchise or license (individually a "Contract") to which FCC or any of its subsidiaries or any of their respective properties or assets (including intangible assets), licenseis subject, or (iii) except as would not reasonably be expected to have a Material Adverse Effect on FCC, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx FCC or any Subsidiary of Oryx its subsidiaries or any of their respective properties or assetsassets (tangible and intangible). (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryx.

Authority; No Conflicts. (i) Oryx Each of Parent and Merger Sub has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split Parent and the Merger, to the approval of the Reverse Split and the adoption of this Merger Sub. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Parent and Merger Sub and constitutes a valid and binding agreement of OryxParent and Merger Sub, enforceable against it each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a any Violation of or pursuant toof: (A) any provision of the certificate Organizational Documents of incorporation Parent or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, Merger Sub or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryx, Parent and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any material loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other material agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx Parent, Merger Sub or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx Parent or any Subsidiary of Oryx Merger Sub in connection with the execution and delivery of this Agreement by Parent or the Stock Option Agreements by Oryx Merger Sub or the consummation by Oryx Parent or Merger Sub of the Merger and the other transactions contemplated hereby and therebyhereby, except for (A) the Necessary Consents consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clause (x) of Section 3.1(d)(iii) and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on OryxParent.

Authority; No Conflicts. (ia) Oryx NetSol has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of this Agreement and Agreement, the Stock Option Agreements performance of the obligations hereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the board of directors of NetSol and no other corporate action proceedings, other than, if necessary, the approval by the shareholders of NetSol which would be a condition precedent to the Closing, on the part of Oryx, subject, in NetSol are necessary to authorize the case of the consummation of the Reverse Split execution and the Merger, to the approval of the Reverse Split and the adoption delivery of this Agreement by or to consummate the stockholders of Oryx by the Required Oryx Voteother transactions contemplated hereby. Each of this This Agreement and the Stock Option Agreements has been duly and validly executed and delivered by Oryx NetSol and constitutes a valid valid, legal and binding agreement of OryxNetSol, enforceable against it NetSol in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery of this Agreement by NetSol does not, and the Stock Option Agreements by Oryx does not or will not, as the case may be, performance of its obligations hereunder and the consummation by Oryx NetSol of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation or breach of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Creditor Process, charge, “put” or “call” right or other encumbrance on, or the loss of, any assets, including Intellectual Property (as defined in Section 5.8, or cause or create any right of payment or reimbursement (any such conflict, violation, breach, default, right of termination, amendment, cancellation or acceleration, loss, creation, payment or reimbursement, a “Violation”) pursuant to: (A) any provision of the certificate articles of incorporation or by-laws bylaws or similar organizational document of Oryx, NetSol or any similar organizational documents of any material Significant Subsidiary of OryxNetSol, or (B) except as (1) individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxNetSol; (2) would not prevent or materially delay the consummation of the transactions contemplated by this Agreement, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiic) belowbelow or (3) as set forth in Section 5.4 of the NetSol Disclosure Schedule, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx NetSol or any Subsidiary of Oryx NetSol or their respective properties or assets. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) or any other Person is required by or with respect to Oryx NetSol or any Subsidiary of Oryx NetSol in connection with the execution and delivery of this Agreement by NetSol or the Stock Option Agreements by Oryx performance of its obligations hereunder or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for (i) if required, shareholder approval and (ii) those required under or in relation to (A) state securities or “blue sky” laws (the Necessary Consents “Blue Sky Laws”), (B) the Securities Act of 1933, as amended (the “Securities Act”), (C) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (D) the rules and regulations of the NASDAQ and (E) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxNetSol. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (i) through (ii) are hereinafter referred to as “Necessary Consents.”

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote holders of the Company Common Stock (as defined in Section 3.2(gif required under applicable law)), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and Merger to any required adoption of this Agreement by the Merger, to the approval holders of the Reverse Split and Company Common Stock. Subject to the adoption of this Agreement by the stockholders requisite vote of Oryx the holders of the Company Common Stock (if required by the Required Oryx Vote. Each of applicable law), this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien, on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "VIOLATION") pursuant to: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, its Subsidiaries or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Oryx, the Company and except as set forth in Section 3.1(c)(ii) of the Company Disclosure Schedule and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx the Company, its Subsidiaries or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Entity, is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary Consents HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act (as defined below), (D) the Exchange Act, (E) the DGCL with respect to the filing and such consentsrecordation of appropriate certificate of merger or other documents, approvals(F) rules and regulations of the NYSE (as defined below), orders, authorizations, registrations, declarations and filings the failure of which (G) any applicable foreign legal requirements relating to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxcompetition.

Authority; No Conflicts. (i) Oryx Wxxxxx-Xxxxxxx has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Agreement and to consummate the transactions contemplated hereby and thereby, subjectincluding, without limitation, the issuance of the shares of Wxxxxx- Xxxxxxx Common Stock to be issued in the case of Merger (the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)"Share Issuance"). The execution and delivery of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteWxxxxx-Xxxxxxx. Each of this Agreement and the Stock Option Agreements Agreement has been duly executed and delivered by Oryx Wxxxxx-Xxxxxxx and constitutes a valid and binding agreement of OryxWxxxxx-Xxxxxxx, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements Agreement by Oryx Wxxxxx-Xxxxxxx does not or will not, as the case may be, and the consummation by Oryx Wxxxxx-Xxxxxxx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, is hereinafter referred to as a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, Wxxxxx-Xxxxxxx or any similar organizational documents of any material Subsidiary of Oryx, Wxxxxx-Xxxxxxx or (B) except as would not reasonably be expected to have a Material Adverse Effect on OryxWxxxxx-Xxxxxxx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Wxxxxx-Xxxxxxx or any Subsidiary of Oryx Wxxxxx-Xxxxxxx, or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx Wxxxxx-Xxxxxxx or any Subsidiary of Oryx Wxxxxx-Xxxxxxx in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx Wxxxxx- Xxxxxxx or the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary Consents Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the CGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE and the Nasdaq National Market, (G) antitrust or other competition laws of other jurisdictions, (H) the Consent Decree of Permanent Injunction, dated August 16, 1000 xxxxxxx Xxxxxx-Xxxxxxx xxx the United States, (I) the Investment Canada Act, and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on OryxWxxxxx-Xxxxxxx. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) are hereinafter referred to as "Necessary Consents".

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into execute and deliver this Agreement, the Voting Agreements and a xxxx of sale, duly executed on behalf of the Company, in the form attached hereto as Exhibit C, and short form assignments of trademarks, domain names and copyrights in the form attached hereto as Exhibit C-1 (Exhibits C and C-1 collectively, the "Asset Purchase Documents") and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time and, subject to the adoption of this Agreement and approval of the Stock Option Agreements and Asset Purchase by the requisite vote of the holders of the Company Common Stock, to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split perform its obligations hereunder and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))thereunder. The execution and delivery of this Agreement, the Asset Purchase Documents, the Voting Agreement and each instrument required hereby to be executed and delivered by the Stock Option Agreements Company prior to or at the Effective Date, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split Merger and the Merger, Asset Purchase to the approval of the Reverse Split and the any required adoption of this Agreement by the stockholders holders of Oryx by the Required Oryx VoteCompany Common Stock. Each Subject to the adoption of this Agreement and the Stock Option Agreements has been approval of the Asset Purchase by the requisite vote of the holders of the Company Common Stock, this Agreement and the Voting Agreement have been, and the Asset Purchase Documents, when executed and delivered in accordance herewith, will be, duly executed and delivered by Oryx the Company and, assuming due authorization, execution and constitutes a delivery of such agreements by the other parties hereto and thereto, constitute (or, in the case of the Asset Purchase Documents, will constitute) valid and binding agreement agreements of Oryxthe Company, enforceable against it in accordance with its their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of each of this Agreement Agreement, the Asset Purchase Documents and each of the Stock Option Voting Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a material penalty or right of termination, amendment, cancellation or acceleration of any material obligation or the loss of a material benefit under, or the creation of a Lien on any material assets pursuant to: to (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation"): (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, its Subsidiaries or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiSection 2.1(c)(iii) below, (x) any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan Company Material Contracts or other agreement, material obligation, instrument, permit, concession, franchise, license, or (y) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on the Company, any judgment, order, decree, statute, law, ordinance, rule or regulation regulation, in each case described in (x) or (y) above applicable to Oryx or any Subsidiary of Oryx the Company, its Subsidiaries or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement Agreement, the Asset Purchase Documents or the Stock Option Voting Agreements by Oryx the Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) state securities or "blue sky" laws, (B) the Necessary Consents Securities Act of 1933, as amended (the "Securities Act"), (C) the Exchange Act, (D) the DGCL with respect to the filing and such recordation of the Certificate of Merger or other documents, (E) rules and regulations of the NASDAQ National Market ("NASDAQ") and (F) those consents, approvals, orders, authorizations, registrations, declarations and or filings the failure of which to obtain or make or obtain as would not reasonably be expected to have (x) result in a Material Adverse Effect on Oryxmaterial loss or liability to the Company or its Subsidiaries or (y) interfere in a material manner with the business or operations of the Company and its Subsidiaries or the ownership of their property or assets.

Authority; No Conflicts. (ia) Oryx Subject to required regulatory and shareholder approvals, each of the Parent and the Buyer has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. Subject to required shareholder approval, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of and performance of its obligations under this Agreement and the Stock Option Agreements other documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Oryx, subject, in the case each of the consummation Parent and the Buyer. This Agreement represents a legal, valid, and binding obligation of each of the Reverse Split Parent and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of OryxBuyer, enforceable against it in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of the Parent and the Buyer, there is no fact or condition relating to the Parent or affecting creditors generally or by general equity principles (regardless any of whether such enforceability is considered in a proceeding in equity or at law)its Subsidiaries that would prevent all regulatory approvals required for the consummation of the transactions contemplated hereby from being obtained. (iib) The Neither the execution and delivery of this Agreement and by the Stock Option Agreements by Oryx does not Parent or will notthe Buyer, as the case may be, and nor the consummation by Oryx the Parent or the Buyer of the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by the Parent or the Buyer with any of the provisions hereof will not, (i) conflict with or result in a Violation breach of or pursuant to: (A) any provision of the certificate such Person's articles of incorporation or by-laws of Oryxbylaws, (ii) constitute or result in a Default under, or require any similar organizational documents Consent pursuant to, or result in the creation of any material Subsidiary Lien on any Asset of Oryxsuch Person under, any Contract or (B) Permit of such Person, except as would could not reasonably be expected to have a Material Adverse Effect on Oryxsuch Person, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings requisite Consents referred to in paragraph (iii) belowSection 8.1, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to Oryx such Person or any Subsidiary of Oryx or their respective properties or assetsits Assets. (iiic) No consentOther than in connection or compliance with the provisions of the Securities Laws and Law administered by banking Regulatory Authorities, approvalno notice to, order or authorization of, or registration, declaration or filing with, or Consent of, any Governmental Entity Authority is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or necessary for the consummation by Oryx the Parent or the Buyer of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxin this Agreement.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the requisite vote of the stockholders of Oryx by the Required Oryx Vote. Each of Company, and no other corporate proceedings are necessary to authorize this Agreement and or to consummate the Stock Option Agreements transactions contemplated hereby. This Agreement has been duly executed and delivered by Oryx the Company and, assuming the due execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Company Board has, at a meeting duly called and held, (A) unanimously approved this Agreement, the Offer and the Merger and the transactions contemplated hereby in accordance with the DGCL, (B) determined that the Offer and the Merger are fair to and in the best interests of the Company's stockholders, and (C) recommended that the stockholders of the Company tender their shares of Company Common Stock into the Offer and adopt this Agreement. (ii) The execution execution, delivery and delivery performance of this Agreement and the Stock Option Agreements by Oryx does do not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets (any such conflict, violation, default, right of consent, termination, amendment, cancellation or acceleration of any obligations or creation, a "Violation"), pursuant to: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, its Subsidiaries or (B) except as would is not reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect on Oryxthe Company or prevent or materially delay the consummation of the transactions contemplated hereby and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, the terms, provisions or conditions of any loan or credit agreement, note, mortgage, bond, indenture, leaselease (other than the Company's retail store leases), compensation or benefit plan (or any grant or award made pursuant thereto) or other agreement, obligation, instrument, contract, permit, concession, franchise, license, judgment, order, writ, injunction, award, decree, statute, law, ordinance, rule or regulation applicable to Oryx the Company, the Company's Subsidiaries or any Subsidiary of Oryx or their respective properties or assets. (iii) No consent, registration, permit, approval, order or authorization of, or registration, declaration declaration, notice, report, or other filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the transactions contemplated hereby, except for (x) those required under or in relation to (A) the Exchange Act, (B) the DGCL with respect to the filing and recordation of the Certificate of Merger and any other appropriate merger or other documents, (C) the rules and regulations of The Nasdaq National Market ("Nasdaq"), and (D) antitrust or other transactions contemplated hereby competition laws of any applicable jurisdictions and thereby, except the Necessary Consents and (y) such consents, registrations, permits, approvals, orders, authorizations, registrations, declarations declarations, notices, reports and other filings the failure of which to make or obtain would is not reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect on Oryxthe Company or prevent the consummation of the transactions contemplated hereby.

Authority; No Conflicts. (i) Oryx KeySpan has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx KeySpan Vote (as defined in Section 3.2(g3.1(j)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxKeySpan, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx KeySpan Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx KeySpan and constitutes a valid and binding agreement of OryxKeySpan, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will KeySpan do not, as the case may be, and the consummation by Oryx KeySpan of the Merger and the other transactions contemplated hereby and thereby will not, result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, KeySpan or (B) except as would not reasonably be expected to have result in a Material Adverse Effect on OryxKeySpan, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan Benefit Plan (as defined below) or other agreement, obligation, instrument, permit, concession, franchise, license, or judgment, order, decreewrit or decree (collectively "Order"), statute, law, ordinance, rule or regulation applicable (collectively "Law") of any kind to Oryx which KeySpan or any Subsidiary of Oryx its Subsidiaries is now subject to, a party to or by which any of them or any of their respective properties or assetsassets may be bound or affected. (iii) No material consent, approval, order order, license, permit or authorization of, or registration, declaration declaration, notice or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") is necessary or required to be obtained or made by or with respect to Oryx KeySpan or any Subsidiary of Oryx KeySpan in connection with the execution and delivery of this Agreement by KeySpan or the Stock Option Agreements by Oryx or the performance and consummation by Oryx KeySpan of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary Consents Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amenxxx (xxx "XXX Xxx"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Exchange Act of 1934, as amended and such the rules and regulations promulgated thereunder (the "Exchange Act"), (D) the NYBCL with respect to the filing of the Certificate of Merger, (E) rules and regulations of the NYSE and the Pacific Stock Exchange, (F) applicable state public utility Laws, rules and regulations promulgated by the New York Public Service Commission ("NYPSC"), and the New Hampshire Public Utilities Commission ("NHPUC"), (G) Section 203 of the Federal Power Act, as amended and the rules and regulations promulgated thereunder (the "Federal Power Act"), (H) Federal Communications Commission ("FCC"), (I) antitrust or other competition laws of other jurisdictions, and (J) the consents, approvals, orders, permits, authorizations, registrations, declarations declarations, notices and filings set forth in Section 3.1(d)(iii) of the failure KeySpan Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of which the foregoing clauses (A) through (H) are hereinafter referred to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxas the "KeySpan Required Approvals".

Authority; No Conflicts. (a) Subject, in the case of the consummation of the Merger, to the Acap Stockholder Approval, any approvals or clearances required under the applicable insurance laws of any state, the filings contemplated by Section 4.01(a) and the filing of the Certificate of Merger with the Delaware Secretary of State, (i) Oryx Acap has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in (ii) the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in Acap and no further action is required on the case part of the consummation of the Reverse Split and the Merger, Acap to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of authorize this Agreement and the Stock Option Agreements transactions contemplated hereby, (iii) this Agreement and the Merger have been unanimously approved and adopted by the Board of Directors of Acap in accordance with Delaware law, and the certificate of incorporation and bylaws of Acap, and (iv) this Agreement has been duly executed and delivered by Oryx Acap, and assuming the due authorization, execution and delivery by the other party hereto, constitutes a the valid and binding agreement obligation of OryxAcap, enforceable against it in accordance with its terms, except as such enforceability may be limited by subject to the laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and rules of law governing specific performance, reorganization, moratorium and similar laws relating to injunctive relief or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)other equitable remedies. (iib) The execution and delivery by Acap of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, not conflict with or result in a Violation any violation of or pursuant to: default under (Awith or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit (any such event, a “Conflict”) under (i) any provision of the certificate of incorporation or by-laws bylaws of OryxAcap, or any similar organizational documents of any material Subsidiary of Oryx, or (Bii) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowAcap, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan contract, covenant or other agreement, obligation, instrumentinstrument or commitment, permit, concession, franchisefranchise or license (individually a “Contract”) to which Acap or its subsidiary or any of their respective properties or assets (including intangible assets), licenseis subject, or (iii) except as would not reasonably be expected to have a Material Adverse Effect on Acap, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Acap or its subsidiary or any Subsidiary of Oryx or their respective properties or assetsassets (tangible and intangible). (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryx.

Authority; No Conflicts. (ia) Oryx The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and the Stock Option Agreements Agreement, to perform its obligations hereunder and to consummate the transactions to which it is a party that are contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of by this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))Agreement. The execution and delivery of this Agreement and by the Stock Option Agreements Company and the consummation of the transactions transaction contemplated hereby and thereby by this Agreement by the Company have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Oryxthe Company, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement and the approval of the Merger by the stockholders of Oryx by the Company pursuant to the Required Oryx Stockholder Vote. Each of , and no other stockholder vote is necessary, to authorize this Agreement and the Stock Option Related Agreements or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles principles. The Board of Directors of the Company has unanimously (regardless i) determined that the Merger is advisable and fair to, and in the best interests of, the Company and the Company Stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and has deemed this Agreement advisable and (iii) has determined to recommend adoption of whether such enforceability is considered in a proceeding in equity this Agreement and the approval of the Merger by the Company Stockholders (collectively, the “Company Board Recommendation”). The Company Board Recommendation has not been rescinded, revoked or at law)adversely modified. (b) The affirmative vote of the holders of a majority of the outstanding shares of Company Capital Stock and sixty-six and two thirds (66 2/3%) of the holders of Company Series A Preferred Stock as required by the Company’s Organizational Documents and the DGCL (the “Required Stockholder Vote”), is the only vote of the holders of any class or series of the Company securities necessary to approve the Merger, this Agreement, the Related Agreements and the transactions contemplated hereby. (c) Except as set forth in Section 4.4(c) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement and the consummation of the transactions contemplated herein by the Company will not, (i) conflict with or violate any provision of the Company’s Organizational Documents, (ii) assuming that all consents, approvals, authorizations and permits described in Section 4.4(d) have been obtained and all filings and notifications described in Section 4.4(d) have been made, conflict with or violate any Law applicable to the Company or by which any property or asset of the Company is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit or other instrument or obligation, except in the case of clause (iii) for any such consent, approval, breach, loss or default which would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (d) The execution and delivery of this Agreement by the Company does not, and the Stock Option Agreements performance of this Agreement and the transactions contemplated herein by Oryx does not or the Company will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a Violation of or pursuant to: (A) require any provision of the certificate of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assets. (iii) No consent, approval, order authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any Governmental Entity is or any other Person, except (i) under the Securities Act, any applicable Blue Sky Law, the rules and regulations of the Exchanges, and the filing and recordation of the Certificate of Merger as required by or with respect the DGCL and (ii) where failure to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and obtain such consents, approvals, ordersauthorizations or permits, authorizations, registrations, declarations and filings the failure of which or to make such filings or obtain notifications to a Person other than a Governmental Entity, would not not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect on OryxEffect. (e) At the Closing, Parent shall own all of the issued and outstanding shares of capital stock or membership interests of the Company, free and clear of any and all Encumbrances.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyAgreement and, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by Required Company Vote, to consummate the Required Oryx Vote (as defined in Section 3.2(g))transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of Oryxthe Company, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a the legal, valid and binding agreement obligation of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither 14 Article 9 nor Article 9A of Chapter 55 of the General Statut es of North Carolina apply to the Company. (ii) The Except as set forth in Schedule 3.1(c)(ii), the execution and delivery of this Agreement, the Option Agreement and or the Stock Option Voting Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, require any filing, waiver, permit, approval or consent under, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, requirement, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any similar organizational documents of any material Subsidiary of Oryx, or its Subsidiaries and (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, (x) any loan Company Material Contract (other than any cell site lease) except any such Violations, which individually or credit agreementin the aggregate are not material, noteor (y) any other contract, mortgage, bond, indenture, lease, benefit plan agreement or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable binding obligation to Oryx which the Company or any Subsidiary is a party or to which any of Oryx its or their respective properties assets are bound, except as could not, individually or assetsin the aggregate together with any violations pursuant to any Company Material Contract, be reasonably expected to result in a Material Adverse Effect on the Company. (iii) No consent, waiver, permit, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx the Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and or thereby, except for (x) those required under or in relation to (A) the Necessary Consents Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Communications Act of 1934, as amended (the "Communications Act"), and any rules and regulations promulgated by the Federal Communications Commission ("FCC"), (C) state securities or "blue sky" laws, (D) the Securities Act of 1933, as amended (the "Securities Act"), (E) the Securities Exchange Act of 1934, as amended ("Exchange Act"), (F) the NCBCA with respect to the filing and recordation of appropriate documents to effect the Merger, (G) the Public Utilities Commission of Ohio, Public Competitive Telecommunications Service Provider, 563 Registration Form, (H) rules and regulations of any state public service or utility commissions or similar state 15 regulatory bodies, (I) rules and regulations of the NYSE or Nasdaq National Market ("Nasdaq"), and (J) antitrust or other competition laws of other jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would obtain, excluding those which, prior to the Effective Time, have been made or obtained, could not reasonably be expected to have hav e a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (i) Oryx Teleglobe has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and other Transaction Documents to which it is or may become a party and, subject to the approval by the Required Articles Amendment Vote or the Required By-Law Amendment Vote of the Teleglobe Articles Amendment or the Teleglobe By-Law Amendment, respectively, to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements other Transaction Documents to which it is or may become a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxTeleglobe, subject, subject in the case of the consummation of Teleglobe Articles Amendment or the Reverse Split and Teleglobe By- Law Amendment, as the Mergercase may be, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Articles Amendment Vote or the Required By-Law Amendment Vote, as the case may be. Each of this This Agreement has been, and the Stock Option Agreements has other Transaction Documents to which Teleglobe is or may become a party have been or will be when executed by Teleglobe, duly executed and delivered by Oryx Teleglobe, and each constitutes or will constitute a valid and binding agreement of OryxTeleglobe, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery by Teleglobe of this Agreement and the Stock Option Agreements by Oryx does other Transaction Documents to which it is or may become a party do not or and will not, as the case may be, and the consummation by Oryx Teleglobe and Merger Sub of the Merger and the other transactions contemplated hereby and or thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar constitutive documents of Oryx, Teleglobe or any similar organizational documents of any material Subsidiary of OryxTeleglobe, or (B) except as would not are not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on OryxTeleglobe or prevent or materially delay the performance of this Agreement by Teleglobe and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan Contract, Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Permit applicable to Oryx Teleglobe or any Subsidiary of Oryx Teleglobe or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx Teleglobe or any Subsidiary of Oryx Teleglobe in connection with the execution and delivery by Teleglobe of this Agreement or and the Stock Option Agreements by Oryx other Transaction Documents to which Teleglobe may be a party or the consummation by Oryx Teleglobe of the Merger and the other transactions contemplated hereby and or thereby, except for the Necessary Consents Required Consents, if applicable, and those required under or in relation to the Telecommunications Act (Canada), the Radiocommunication Act (Canada) or the Telegraphs Act (Canada), the Montreal Exchange (the "ME") and The Toronto Stock Exchange (the "TSE" and, together with the ME and the NYSE, the "Exchanges") and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would are not individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on OryxTeleglobe or prevent or materially delay the performance of this Agreement by Teleglobe. Neither the execution and delivery by Teleglobe of this Agreement, and the other Transaction Documents to which Teleglobe is a party nor the consummation and performance by Teleglobe of the Merger and the other transactions contemplated hereby or thereby will result in a violation of (a) the Federal Communications Laws, (b) the laws, rules, regulations, orders, practices or policies of any state legislature or PUC, foreign (including multi-national) telecommunications regulatory agency or similar state or foreign regulatory body, or (c) any order, writ, judgment, injunction, decree or award of the FCC, any entity listed in clause (b) above, or any court of competent jurisdiction binding upon Teleglobe, other than any violation which is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on Teleglobe. (iv) Each of Teleglobe and its Subsidiaries is in possession of all Permits from appropriate Governmental Entities necessary for Teleglobe or any of its Subsidiaries to own, lease and operate its properties or to carry on their respective businesses as they are now being conducted (the "Teleglobe Permits"), and all such Teleglobe Permits are valid and in full force and effect, except where the failure to have, or the suspension, cancellation or restriction of, any of the Teleglobe Permits does not and would not, individually or in the aggregate, (a) have or be reasonably likely to have a Material Adverse Effect on Teleglobe or (b) prevent or materially delay the performance of this Agreement by Teleglobe. No suspension, cancellation or restriction of any of the Teleglobe Permits is pending or, to the actual knowledge of the executive officers of Teleglobe, threatened, except where the failure to have, or the suspension or cancellation of, any of Teleglobe Permits does not and would not, individually or in the aggregate, (x) have or be reasonably likely to have a Material Adverse Effect on Teleglobe or (y) prevent or materially delay the performance of this Agreement by Teleglobe. Neither Teleglobe nor any of its Subsidiaries is in conflict with, or in default, breach or violation of any Teleglobe Permits, except for such conflicts, defaults, breaches or violations that do not and would not, individually or in the aggregate, (A) have or be reasonably likely to have a Material Adverse Effect on Teleglobe or (B) prevent or materially delay the performance of this Agreement by Teleglobe.

Authority; No Conflicts. (i) Oryx GlobespanVirata has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by and the stockholders of Oryx Merger by the Required Oryx Vote (as defined in Section 3.2(g))GlobespanVirata Vote. The execution and delivery of this Agreement and the Stock Option Agreements by GlobespanVirata and the consummation by GlobespanVirata of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxGlobespanVirata, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements Merger by the Required GlobespanVirata Vote. This Agreement has been duly executed and delivered by Oryx GlobespanVirata and, assuming the due authorization and valid execution and delivery of this Agreement by each of Conexant and Concentric Sub, constitutes a valid and binding agreement of OryxGlobespanVirata, enforceable against it GlobespanVirata in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx GlobespanVirata does not or will not, as the case may be, and the consummation by Oryx GlobespanVirata of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any breach or violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien, charge, "put" or "call" right or other encumbrance on, or the loss of, any assets (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational document of Oryx, GlobespanVirata or any similar organizational documents of any material Significant Subsidiary of Oryx, GlobespanVirata or (B) except as as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxGlobespanVirata and its Subsidiaries or, to the Knowledge of GlobespanVirata, on Conexant and its Subsidiaries following the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowGlobespanVirata Necessary Consents, any loan or credit agreement, note, instrument, mortgage, bond, indenture, lease, benefit plan or other agreementcontract, obligationagreement or obligation (a "Contract") to which GlobespanVirata or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound, instrument, or any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx GlobespanVirata or any Subsidiary of Oryx GlobespanVirata or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency, department or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") or any other Person is required by or with respect to Oryx GlobespanVirata or any Subsidiary of Oryx GlobespanVirata in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx GlobespanVirata or the consummation by Oryx GlobespanVirata of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary Consents Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaq, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxGlobespanVirata and its Subsidiaries. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as the "GlobespanVirata Necessary Consents".

Authority; No Conflicts. (i) Oryx AHP has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in subject to obtaining the case of the consummation of the Reverse Split and the Merger, to the requisite stockholder approval of the Reverse Split issuance of the shares of AHP Common Stock to be issued in the Merger (the "Share Issuance") and the adoption of this Agreement by Certificate Amendment (collectively, the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)"AHP Stockholder Approval"). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxAHP, subject, in subject to obtaining the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteAHP Stockholder Approval. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx AHP and constitutes a constitute valid and binding agreement agreements of OryxAHP, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx AHP does not or will not, as the case may be, and the consummation by Oryx AHP of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws Bylaws of OryxAHP, or any similar organizational documents of any material Subsidiary of OryxAHP or, to the knowledge of AHP, any of its Majority Owned Restricted Affiliates, or (B) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxAHP, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or AHP, any Subsidiary of Oryx AHP or, to the knowledge of AHP, any of its Majority Owned Restricted Affiliates, or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx AHP or any Subsidiary of Oryx AHP in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx AHP or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (thx "XXX Xxx"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure failures of which to make or obtain obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxAHP. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents".

Authority; No Conflicts. (ia) Oryx Subject to required regulatory and shareholder approvals, each of the Parent and the Buyer has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby. Subject to required Buyer shareholder approval, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of and performance of its obligations under this Agreement and the Stock Option Agreements other documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Oryx, subject, in the case each of the consummation Parent and the Buyer. This Agreement represents a legal, valid, and binding obligation of each of the Reverse Split Parent and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of OryxBuyer, enforceable against it in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and similar laws except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of the Parent and the Buyer, there is no fact or condition relating to the Parent or affecting creditors generally or by general equity principles (regardless any of whether such enforceability is considered in a proceeding in equity or at law)its Subsidiaries that would prevent all regulatory approvals required for the consummation of the transactions contemplated hereby from being obtained. (iib) The Neither the execution and delivery of this Agreement and by the Stock Option Agreements by Oryx does not Parent or will notthe Buyer, as the case may be, and nor the consummation by Oryx the Parent or the Buyer of the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by the Parent or the Buyer with any of the provisions hereof will not, (i) conflict with or result in a Violation breach of or pursuant to: (A) any provision of the certificate such Person’s articles of incorporation or by-laws of Oryxbylaws, (ii) constitute or result in a Default under, or require any similar organizational documents Consent pursuant to, or result in the creation of any material Subsidiary Lien on any Asset of Oryxsuch Person under, any Contract or (B) Permit of such Person, except as would could not reasonably be expected to have a Material Adverse Effect on Oryxsuch Person, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings requisite Consents referred to in paragraph (iii) belowSection 8.1, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to Oryx such Person or any Subsidiary of Oryx or their respective properties or assetsits Assets. (iiic) No consentOther than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, approvalno notice to, order or authorization of, or registration, declaration or filing with, or Consent of, any Governmental Entity Authority is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or necessary for the consummation by Oryx the Parent or the Buyer of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxin this Agreement.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements principal terms of the Merger by the shareholders of the Company. This Agreement has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) At a meeting duly called and held, and with full disclosure of the material facts as to the Merger and after having inquired as to the interest of certain of the Company's directors in the Merger and the transactions contemplated by this Agreement, the Board of Directors (with certain members abstaining) has (1) determined, in what the Board of Directors believes to be good faith, that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company's shareholders, (2) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the requirements of the CGCL, and (3) subject to the provisions of Section 4.1 and 4.4(b), resolved to recommend approval and adoption of this Agreement and the Merger by the shareholders of the Company. (iii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate Organizational Documents of incorporation the Company or by-laws of Oryxthe Company Subsidiaries, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, the Company Subsidiaries or their respective properties or assets or (C) except as could not reasonably be expected to have a Material Adverse Effect on the Company and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiv) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation license applicable to Oryx or any Subsidiary of Oryx the Company, the Company Subsidiaries or their respective properties or assets. (iiiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof (a "Governmental Entity Entity") is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the Necessary Consents Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amenxxx (xxx "XXX Xxx"), (B) the Securities Act of 1933, as amended (the "Securities Act"), (C) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (D) the CGCL with respect to the filing and recordation of appropriate merger or other documents, (E) rules and regulations of the Nasdaq National Market ("Nasdaq"), and (F) antitrust or other competition laws of other jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (i) Oryx Merger Sub has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Merger Sub. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Merger Sub and constitutes a valid and binding agreement of OryxMerger Sub, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a any Violation of or pursuant toof: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, Merger Sub or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryx, Merger Sub and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Merger Sub or any Subsidiary of Oryx or their respective its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx Merger Sub in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Merger Sub or the consummation by Oryx Merger Sub of the Merger and the other transactions contemplated hereby and therebyhereby, except for (A) the Necessary Required Consents set forth in Section 3.1(c)(iii) and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on OryxMerger Sub.

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of Company Common Stock and Company Preferred Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders holders of Oryx by the Required Oryx VoteCompany Common Stock and Company Preferred Stock. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement obligation of Oryxthe Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws Laws relating to or affecting creditors creditors' rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will do not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby compliance with the provisions hereof will not, result in a Violation of or pursuant to: (A) violate any provision of the certificate Organizational Documents of incorporation the Company or by-laws of Oryxits Subsidiaries, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiSection 3.1(c)(iii) below, conflict with or result in any violation of or constitute a default (with or without notice or lapse of time, or both) under any statute, Law, ordinance, rule or regulation of any state or the United States or any political subdivision thereof or therein applicable to the Company or any judgment, order, decree, determination or award currently in effect, which, individually or in the aggregate, would have a Material Adverse Effect on the Company or would prevent the consummation of the Merger by the Outside Date, or (C) except as set forth in Section 3.1(c)(ii) of the Company Disclosure Schedule, violate, conflict with, constitute a breach or default under or give rise to a right of termination under any contract, loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation applicable license to Oryx which the Company is a party or by which any Subsidiary of Oryx or their respective its properties or assetsassets is bound or subject, which, individually or in the aggregate, would have a Material Adverse Effect on the Company or would prevent the consummation of the Merger by the Outside Date. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental authority or any private body exercising any regulatory, taxing or other governmental authority (a "Governmental Entity Entity"), which has not been received or made, is required by or with respect to Oryx the Company or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (A) the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings filing with the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryx.Securities and

Authority; No Conflicts. (ia) Oryx Subject to required regulatory and shareholder approvals, the Buyer has all requisite the corporate power and authority necessary to enter into execute, deliver and perform its obligations under this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of and performance of its obligations under this Agreement and the Stock Option Agreements other documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of Oryxthe Buyer. This Agreement represents a legal, subjectvalid, in the case and binding obligation of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx and constitutes a valid and binding agreement of OryxBuyer, enforceable against it in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and similar laws relating except that the availability of specific performance, injunctive relief and other equitable remedies is subject to or affecting creditors generally or by general equity principles (regardless the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at lawmay be brought). (iib) The Neither the execution and delivery of this Agreement and by the Stock Option Agreements by Oryx does not or will notBuyer, as the case may be, and nor the consummation by Oryx the Buyer of the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by the Buyer with any of the provisions hereof will not, (i) conflict with or result in a Violation breach of or pursuant to: (A) any provision of the certificate articles of incorporation or by-laws bylaws of Oryx, the Buyer or any similar organizational documents of any material Subsidiary of Oryxits Subsidiaries, or (Bii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its Subsidiaries under, any Contract or Permit of the Buyer or any of its Subsidiaries, except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Buyer, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings requisite Consents referred to in paragraph (iiiSection 8.1(b) belowof this Agreement, violate any loan Law or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to Oryx the Buyer or any Subsidiary of Oryx its Subsidiaries or any of their respective properties or assetsAssets. (iiic) No consentOther than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, approvalno notice to, order or authorization of, or registration, declaration or filing with, or Consent of, any Governmental Entity Authority is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or necessary for the consummation by Oryx the Buyer of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxin this Agreement.

Authority; No Conflicts. (i) Oryx Company has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Agreement and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote (as defined in Section 3.2(g3.2(h)). The execution and delivery of this Agreement and the Stock Option Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxCompany, subject, in the case of the consummation of the Reverse Split and the Merger, subject to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Company Vote. Each of this This Agreement and the Stock Option Agreements has Agreement have been duly executed and delivered by Oryx Company and, assuming that this Agreement and constitutes a the Option Agreement constitute the valid and binding agreement agreements of OryxPurchaser and, in the case of this Agreement, Merger Sub, constitute valid and binding agreements of Company, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement and the Stock Option Agreements Agreement by Oryx Company does not or will not, as the case may be, and the consummation by Oryx Company of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in a Violation of or pursuant to: (A) any provision of the certificate articles of incorporation or by-laws of Oryx, Company or any similar organizational documents of any material Subsidiary of Oryx, Company or (B) except as set forth in Section 3.2(c) of the Company Disclosure Schedule or would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCompany, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Company or any Subsidiary of Oryx Company or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx Company or any Subsidiary of Oryx Company in connection with the execution and delivery of this Agreement or the Stock Option Agreements Agreement by Oryx Company or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on OryxCompany.

Authority; No Conflicts. (i) Oryx GBC has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by and the stockholders of Oryx Merger by the Required Oryx GBC Vote (as defined in Section 3.2(g5.1(g)). The execution and delivery of this Agreement, the Employee Matters Agreement and the Stock Option Agreements Lane/GBC Tax Allocation Agreement by GBC and the consummation by GBC of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxGBC, subject, subject in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been Merger by the Required GBC Vote. This Agreement and the Employee Matters Agreement have been, and the Lane/GBC Tax Allocation Agreement will be, duly executed and delivered by Oryx GBC and, assuming the due authorization and constitutes a valid execution and delivery of this Agreement by each of Fortune, ACCO and Acquisition Sub, the due authorization and valid execution and delivery by Fortune and ACCO of the Employee Matters Agreement and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicable, constitute or will constitute valid and binding agreement agreements of OryxGBC, enforceable against it GBC in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements Employee Matters Agreement by Oryx GBC does not or not, the execution and delivery of the Lane/GBC Tax Allocation Agreement by GBC will not, as the case may be, and the consummation by Oryx GBC of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any breach or violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien, charge, "put" or "call" right or other encumbrance on, or the loss of, any assets (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, or any similar organizational documents of GBC or any material Significant Subsidiary of Oryx, GBC or (B) except as as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxGBC or, to the Knowledge of GBC, ACCO after giving effect to the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to GBC Necessary Consents (as defined in paragraph (iii) below), (I) any loan or credit agreement, note, instrument, mortgage, bond, indenture, lease, benefit plan or other agreementcontract, obligation, instrument, agreement or obligation (a "Contract") to which GBC or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx GBC or any Subsidiary of Oryx GBC or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, federal, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency, board, commission or other authority thereof, any arbitral tribunal, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") or any other Person is required by or with respect to Oryx GBC or any Subsidiary of Oryx GBC in connection with the execution and delivery of this Agreement, the Employee Matters Agreement or and the Stock Option Agreements Lane/GBC Tax Allocation Agreement by Oryx GBC or the consummation by Oryx GBC of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents Required GBC Vote, (B) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (C) state securities or "blue sky" laws, (D) the Securities Act, (E) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of The Nasdaq Stock Market, Inc., (H) antitrust or other competition laws of other jurisdictions and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxGBC. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) or set forth in Section 5.1(c)(iii) of the GBC Disclosure Schedule are hereinafter referred to as "GBC Necessary Consents".

Authority; No Conflicts. (i) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and and, subject to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))holders of Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements principal terms of the Merger by the shareholders of the Company. This Agreement has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) At a meeting duly called and held, the Special Committee has (i) determined, in what the Special Committee believes to be good faith, that this Agreement, and the transactions contemplated hereby, including the Merger, are in the best interests of the Company’s shareholders other than Parent and its affiliates and just and reasonable to the Company under Section 310(a)(2) of the CGCL and (ii) resolved to recommend and recommended approval of this Agreement to the Board of Directors. (iii) At a meeting duly called and held, and acting on the recommendation of the Special Committee and with full disclosure of the material facts as to the Merger and after having inquired as to the interest of certain of the Company’s directors in the Merger and the transactions contemplated by this Agreement, the Board of Directors (with certain members abstaining) has (1) determined, in what the Board of Directors believes to be good faith, that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company’s shareholders, other than Parent and its affiliates, and just and reasonable as to the Company under Section 310(a)(2) of the CGCL, (2) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the requirements of the CGCL, and (3) subject to the provisions of Section 4.1 and 4.4(b), resolved to recommend approval and adoption of this Agreement and the Merger by the shareholders of the Company. (iv) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the certificate Organizational Documents of incorporation the Company or by-laws of Oryxthe Company Subsidiaries, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, the Company Subsidiaries or their respective properties or assets or (C) except as could not reasonably be expected to have a Material Adverse Effect on the Company and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiv) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation license applicable to Oryx or any Subsidiary of Oryx the Company, the Company Subsidiaries or their respective properties or assets. (iiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof (a “Governmental Entity Entity”) is required by or with respect to Oryx the Company or any Subsidiary of Oryx the Company Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the Necessary Consents Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) the Securities Act of 1933, as amended (the “Securities Act”), (C) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (D) the CGCL with respect to the filing and recordation of appropriate merger or other documents, (E) rules and regulations of the Nasdaq National Market (“Nasdaq”), and (F) antitrust or other competition laws of other jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on Oryxthe Company.

Authority; No Conflicts. (i1) Oryx has WAXS and Merger Sub have all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the Merger and the other transactions contemplated hereby and therebyhereby, subject, in the case of the consummation of the Reverse Split and the MergerWAXS, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx WAXS by the Required Oryx WAXS Vote (as defined in Section 3.2(g3.1(g))) of this Agreement, the Merger and the other transactions contemplated hereby and, in the case of Merger Sub, the affirmative vote of WAXS, as sole stockholder thereof, of this Agreement, the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxWAXS and Merger Sub, subject, in the case of the consummation of the Reverse Split and the MergerWAXS, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx WAXS of this Agreement, the Merger and the transactions contemplated hereby by the Required Oryx Vote. Each WAXS Vote and subject, in the case of Merger Sub, to the affirmative vote of WAXS, as sole stockholder thereof, of this Agreement Agreement, the Merger and the Stock Option Agreements other transactions contemplated hereby. This Agreement has been duly executed and delivered by Oryx WAXS and Merger Sub and constitutes a valid and binding agreement of Oryxeach of WAXS and Merger Sub, enforceable against it in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar or other laws relating to or affecting creditors the enforcement of creditors' rights generally or by general equity equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii2) The execution and delivery Subject, in the case of WAXS, to the approval by the stockholders of WAXS of this Agreement Agreement, the Merger and the Stock Option Agreements transactions contemplated hereby by Oryx does not or will notthe Required WAXS Vote and, in the case of Merger Sub, the affirmative vote of WAXS, as the case may besole stockholder thereof, and the consummation by Oryx of this Agreement, the Merger and the other transactions contemplated hereby and thereby will nothereby, result in a Violation of or pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx or WAXS and Merger Sub does not, and the consummation by Oryx WAXS and Merger Sub of the Merger and the other transactions actions contemplated hereby and therebywill not, except the Necessary Consents and such consentsconflict with, approvalsor result in any violation of, ordersor constitute a default (with or without notice or lapse of time, authorizationsor both) under, registrations, declarations and filings the failure of which or give rise to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryx.right of

Authority; No Conflicts. (i) Oryx Parent has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g))hereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Parent. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Parent and constitutes a valid and binding agreement of OryxParent, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, result in a any Violation of or pursuant toof: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, Parent or any similar organizational documents of any material Subsidiary of Oryx, its Material Subsidiaries or (B) except as would could not reasonably be expected to have a Material Adverse Effect on Oryx, Parent or material impair or delay the ability of Parent to consummate the transactions contemplated hereby and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or Parent, any Subsidiary of Oryx its Material Subsidiaries or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx Parent in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Parent or the consummation by Oryx Parent of the Merger transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clause (x) of Section 3.1(c)(iii), (B) filings with Governmental Entities administering, and the expiration of applicable waiting periods under, applicable antitrust and other competition laws in any applicable jurisdictions may be required, (C) any filings required to be made or consents that have to be obtained or arrangements that have to be made in order to ensure that the United States government or any agency thereof will not challenge the consummation of the transactions contemplated hereby on national security grounds and thereby, except the Necessary Consents and (D) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on OryxParent or materially impair or delay the ability of Parent to consummate the transactions contemplated hereby.

Authority; No Conflicts. (i) Oryx Buyer is a corporation duly ----------------------- organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements Transition Services Agreement and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, subject, in the case of the consummation of the Reverse Split delivery and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery performance of this Agreement and the Stock Option Agreements Transition Services Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this properly taken. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly and validly executed and delivered by Oryx Buyer and constitutes a constitutes, and upon the execution and delivery by Buyer of the Transition Services Agreement, the Transition Services Agreement will constitute, legal, valid and binding agreement obligations of Oryx, Buyer enforceable against it Buyer in accordance with its their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Buyer of this Agreement do not, and the execution and delivery by Buyer of the Transition Services Agreement, the performance by Buyer of its obligations under this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, Transition Services Agreement and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, : (A) conflict with or result in a Violation violation or breach of any of the terms, conditions or pursuant to: (A) any provision provisions of the certificate of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, or Buyer; (B) except as would conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to Buyer or any of its assets and properties (other than such conflicts, violations or breaches which could not in the aggregate reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining adversely affect the validity or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery enforceability of this Agreement or the Stock Option Agreements by Oryx Transition Services Agreement); or (C) except as could not, individually or in the consummation by Oryx of the Merger and the other transactions contemplated hereby and therebyaggregate, except the Necessary Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have adversely affect the ability of Buyer to consummate the transactions contemplated hereby or by the Transition Services Agreement or to perform its obligations hereunder or thereunder, (i) conflict with or result in a Material Adverse Effect on Oryxviolation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, or (iii) except as set forth in Section 6(c) below, ------------ require Buyer to obtain any consent, approval or action of, make any filing (other than HSR) with or give any notice to any Person as a result or under the terms of, any contract to which Buyer is a party or by which any of its assets and properties is bound.

Authority; No Conflicts. (i) Oryx KeySpan has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyhereby, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx KeySpan Vote (as defined in Section 3.2(g3.1(j)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxKeySpan, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx KeySpan Vote. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx KeySpan and constitutes a valid and binding agreement of OryxKeySpan, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will KeySpan do not, as the case may be, and the consummation by Oryx KeySpan of the Merger and the other transactions contemplated hereby and thereby will not, result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the certificate of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, KeySpan or (B) except as would not reasonably be expected to have result in a Material Adverse Effect on OryxKeySpan, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan Benefit Plan (as defined below) or other agreement, obligation, instrument, permit, concession, franchise, license, or judgment, order, decreewrit or decree (collectively “Order”), statute, law, ordinance, rule or regulation applicable (collectively “Law”) of any kind to Oryx which KeySpan or any Subsidiary of Oryx its Subsidiaries is now subject to, a party to or by which any of them or any of their respective properties or assetsassets may be bound or affected. (iii) No material consent, approval, order order, license, permit or authorization of, or registration, declaration declaration, notice or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) is necessary or required to be obtained or made by or with respect to Oryx KeySpan or any Subsidiary of Oryx KeySpan in connection with the execution and delivery of this Agreement by KeySpan or the Stock Option Agreements by Oryx or the performance and consummation by Oryx KeySpan of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the Necessary Consents Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) state securities or “blue sky” laws (the “Blue Sky Laws”), (C) the Securities Exchange Act of 1934, as amended and such the rules and regulations promulgated thereunder (the “Exchange Act”), (D) the NYBCL with respect to the filing of the Certificate of Merger, (E) rules and regulations of the NYSE and the Pacific Stock Exchange, (F) applicable state public utility Laws, rules and regulations promulgated by the New York Public Service Commission (“NYPSC”), and the New Hampshire Public Utilities Commission (“NHPUC”), (G) Section 203 of the Federal Power Act, as amended and the rules and regulations promulgated thereunder (the “Federal Power Act”), (H) Federal Communications Commission (“FCC”), (I) antitrust or other competition laws of other jurisdictions, and (J) the consents, approvals, orders, permits, authorizations, registrations, declarations declarations, notices and filings set forth in Section 3.1(d)(iii) of the failure KeySpan Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of which the foregoing clauses (A) through (H) are hereinafter referred to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxas the “KeySpan Required Approvals”.

Authority; No Conflicts. Except as set forth in Section 2.1(c) of ----------------------- the Company Disclosure Schedule: (i) Oryx The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement and approval of the Stock Option Agreements and Merger by the majority vote of the stockholders of the Company, to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption performance of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryxthe Company, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the requisite vote of the stockholders of Oryx by the Required Oryx VoteCompany. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution execution, delivery and delivery performance of this Agreement and by the Stock Option Agreements by Oryx does not or will not, as the case may be, Company and the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby do not and thereby will not, conflict with, or result in any breach or violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, the creation of a Lien on any asset or the triggering of any change of control provision (any such conflict, violation, default, right of consent, termination, amendment, cancellation or acceleration, loss, creation or triggering, a "Violation") --------- pursuant to: to (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, the Company or any of its Subsidiaries or any partnership agreement, stockholders agreement, limited liability company agreement, organizational document or similar organizational documents agreement or arrangement to which the Company or any such Subsidiary is a party which governs or defines the relationship by and among the Company and its Subsidiaries, on the one hand, and other direct or indirect equity owners of any material direct or indirect Subsidiary of Oryxthe Company, on the other, including any such agreement or arrangement providing for a Lien (each an "Investment Agreement") (assuming receipt of -------------------- the approval of the Company's stockholders referred to in Section 2.1(c)(i)), or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx the Company, the Company's Subsidiaries or their respective properties or assets, except, with respect to either clause (A) or (B), as would not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Buyer and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 2.1(c)(iii) or otherwise contemplated in this Agreement. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, or other governmental or quasi-governmental authority (a "Governmental Entity ------------ Entity"), is required by or with respect to Oryx the Company or any Subsidiary of Oryx its ------ Subsidiaries in connection with the execution execution, delivery and delivery performance by the Company of this Agreement or the Stock Option Agreements by Oryx or the consummation by Oryx the Company of the Merger transactions contemplated hereby, except for (A) those required under or in relation to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), or any antitrust or other competition laws of ------- other jurisdictions; (B) compliance with any applicable requirements of the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Communications Act") and the ------------------ decisions of the FCC, and any applicable requirements of any public service or utility commissions or similar entities; (C) the filing and recordation of appropriate merger or other transactions contemplated hereby documents pursuant to and thereby, except in accordance with the Necessary Consents DGCL; and (D) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would could not be reasonably be expected to have a Material Adverse Effect on Oryxthe Company or would not materially impair or delay the ability of the Company to consummate the transactions contemplated hereby.

Authority; No Conflicts. (ia) Oryx The Company has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyAgreement, subject, in the case of the consummation of the Reverse Split and the MergerMergers only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement Mergers by the stockholders requisite vote of Oryx by the Required Oryx Voteholders of Company Common Stock to consummate the transactions contemplated hereby. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx the Company and constitutes a valid and binding agreement of Oryxthe Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has unanimously (i) determined that Merger I is advisable and fair to, and in the best interests of, the Company and its stockholders, (b) has approved this Agreement, Merger I and the other transactions contemplated by this Agreement and has deemed this Agreement advisable and (c) has determined to recommend adoption of this Agreement and the approval of Merger I by the stockholders of the Company (collectively, the “Company Board Recommendation”). The Company Board Recommendation has been neither rescinded nor revoked. (iib) The filings of the Certificates of Merger as required by the DGCL, the execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, amendment, cancellation or acceleration of any material obligation or the loss of any material property, right or benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of consent, termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryxthe Company (determined without regard to materiality), or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx the Company, or any Subsidiary of Oryx or their respective its properties or assets. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, or other governmental or quasi-governmental authority (a “Governmental Entity Entity”), is required by or with respect to Oryx the Company or any Subsidiary of Oryx its Subsidiaries in connection with the execution and delivery of this Agreement or by the Stock Option Agreements by Oryx Company or the consummation by Oryx the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to the Necessary Consents DGCL with respect to the filing and recordation of Merger I or other documents; and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings filings, the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxthe Company or materially impair or delay the ability of the Company to consummate the transactions contemplated hereby.

Authority; No Conflicts. (i) Oryx Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. Seller has all requisite corporate power and authority to own, lease and operate the Business’ properties and to carry on the Business as it is now being conducted. Seller also has all requisite corporate power and authority to enter into this Agreement and the Stock Option Ancillary Agreements as are contemplated hereby to be executed and delivered by it and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by Seller to authorize the execution, subject, in the case of the consummation of the Reverse Split delivery and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)). The execution and delivery performance of this Agreement and the Stock Option Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Oryx, subject, in the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this properly taken. This Agreement by the stockholders of Oryx by the Required Oryx Vote. Each of this Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Seller, and constitutes a the Ancillary Agreements shall be duly and validly executed and delivered by Seller. This Agreement and the Ancillary Agreements constitute, or will, when duly executed and delivered, constitute valid and binding agreement obligations of OryxSeller, enforceable against it Seller in accordance with its their respective terms, except as to the extent that such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws now or hereafter in effect relating to or affecting creditors generally or by creditors’ rights generally, and general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity law or at law)equity) and except that the remedy of specific performance and injunctive relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (ii) The Except as set forth on Schedule 4(a)(ii), the execution and delivery by Seller of this Agreement and the Stock Option Ancillary Agreements by Oryx does not or will do not, as the case may be, and the consummation by Oryx Seller of the Merger and the other transactions contemplated hereby and thereby and compliance by Seller with the terms hereof and thereof will not, conflict with, or result in a Violation any violation of or pursuant to: default under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the Assets under, or require any filing, consent, authorization, permit or approval under (A) any provision of the certificate of incorporation or by-laws of OryxSeller, or any similar organizational documents of any material Subsidiary of Oryx, or (B) except as would not reasonably be expected to have a Material Adverse Effect on Oryx, subject to obtaining any Contract or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiC) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, order or decree or any statute, law, ordinance, rule or regulation applicable to Oryx or any Subsidiary of Oryx or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Oryx or any Subsidiary of Oryx in connection with the execution and delivery of this Agreement Business or the Stock Option Agreements by Oryx Assets, other than (I) any such conflicts, violations, defaults, rights or liens, claims, encumbrances, security interests, options, charges or restrictions that, individually or in the consummation by Oryx aggregate, would result in damages, fines or penalties in excess of the Merger and the other transactions contemplated hereby and thereby$1,000,000, except the Necessary Consents and (II) any such consents, approvalsauthorizations or approvals required under the HSR Act or listed or described on Schedule 3(a)(iii) or that may be required solely by reason of Buyer’s participation in the transactions contemplated hereby, orders, authorizations, registrations, declarations and filings or (III) the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect matters disclosed on OryxSchedule 4(e).

Authority; No Conflicts. (ia) Oryx Target has all requisite corporate power and corporate authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and therebyand, subject, in the case of the consummation of the Reverse Split and the MergerMerger only, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx the holders of Target Stock, to consummate the transactions contemplated hereby. The Board of Directors of Target has approved this Agreement and the transactions contemplated by this Agreement and has duly resolved to recommend to Target's shareholders that they approve this Agreement and the Required Oryx Vote transactions contemplated by this Agreement (as defined in Section 3.2(g)and has not withdrawn and will not withdraw prior to August 15, 2001, such approval or recommendation). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxTarget, subject, subject in the case of the consummation of the Reverse Split and the Merger, Merger to the approval of the Reverse Split and the adoption of this Agreement by the stockholders requisite vote of Oryx by the Required Oryx Voteholders of Target Common Stock. Each of this This Agreement and the Stock Option Agreements has been duly executed and delivered by Oryx Target and constitutes a valid and binding agreement of OryxTarget, enforceable against it Target in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Xxxx Xxxxx and Xxxxx Xxxxxxxxx represent in excess of 89% of the total votes of Target Stock required to approve the Merger (and the other transactions contemplated in this Agreement) and each has entered into a valid and enforceable Voting Agreement (as hereinafter defined) obligating himself to vote in favor of the Merger (and the other transactions contemplated by this Agreement). As of the Closing, Target has obtained all required shareholder approval to consummate the Merger and other transactions contemplated in this Agreement. (iib) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx does not or will not, as the case may be, and the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, amendment, cancellation or acceleration of any obligation or the loss of any property, right or benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of consent, termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (Ai) --------- any provision of the certificate Organizational Documents of incorporation or by-laws of Oryx, or any similar organizational documents of any material Subsidiary of Oryx, Target or (Bii) except as would not reasonably be expected to have a any Material Adverse Effect on Oryx, subject to obtaining Agreement or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any other loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx Target, or any Subsidiary of Oryx or their respective its properties or assets, other than those in the case of (ii) that could not reasonably be expected to have a Material Adverse Effect. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, or other governmental or quasi- governmental authority (a "Governmental Entity Entity"), is required by or with respect ------------------- to Oryx or any Subsidiary of Oryx Target in connection with the execution and delivery of this Agreement or the Stock Option Agreements by Oryx Target or the consummation by Oryx Target of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (i) the Necessary Consents VSCA with respect to the filing and such consentsrecordation of appropriate merger or other documents, approvals, orders, authorizations, registrations, declarations and filings the failure (ii) antitrust or other competition laws of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Oryxother jurisdictions.

Authority; No Conflicts. (i) Oryx AHP has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated hereby and thereby, subject, in subject to obtaining the case of the consummation of the Reverse Split and the Merger, to the requisite stockholder approval of the Reverse Split issuance of the shares of AHP Common Stock to be issued in the Merger (the "Share Issuance") and the adoption of this Agreement by Certificate Amendment (collectively, the stockholders of Oryx by the Required Oryx Vote (as defined in Section 3.2(g)"AHP Stockholder Approval"). The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of OryxAHP, subject, in subject to obtaining the case of the consummation of the Reverse Split and the Merger, to the approval of the Reverse Split and the adoption of this Agreement by the stockholders of Oryx by the Required Oryx VoteAHP Stockholder Approval. Each of this This Agreement and the Stock Option Agreements has have been duly executed and delivered by Oryx AHP and constitutes a constitute valid and binding agreement agreements of OryxAHP, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement and the Stock Option Agreements by Oryx AHP does not or will not, as the case may be, and the consummation by Oryx AHP of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on, or the loss of, any assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws Bylaws of OryxAHP, or any similar organizational documents of any material Subsidiary of OryxAHP or, to the knowledge of AHP, any of its Majority Owned Restricted Affiliates, or (B) except as as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxAHP, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Oryx or AHP, any Subsidiary of Oryx AHP or, to the knowledge of AHP, any of its Majority Owned Restricted Affiliates, or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity"), is required by or with respect to Oryx AHP or any Subsidiary of Oryx AHP in connection with the execution and delivery of this Agreement or and the Stock Option Agreements by Oryx AHP or the consummation by Oryx of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Necessary Consents Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure failures of which to make or obtain obtain, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OryxAHP. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents".