Common use of Authority; No Conflicts Clause in Contracts

Authority; No Conflicts. (i) Each of Holdings and Merger Sub has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Holdings and Merger Sub. This Agreement has been duly executed and delivered by Holdings and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings and Merger Sub, enforceable against them in accordance with its terms. (ii) The execution and delivery of this Agreement by Holdings and Merger Sub does not or will not, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby will not, result in any Violation of: (A) any provision of the Organizational Documents of Holdings and Merger Sub or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, 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 or license binding upon or held by Holdings or Merger Sub or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub or their respective properties or assets. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings or Merger Sub in connection with the execution and delivery of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub of the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to Section 2.1(c)(iii) and (B) 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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated hereby. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each of Holdings Parent and Merger Sub has all requisite corporate power and corporate authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Holdings Parent and Merger Sub. This Agreement has been duly executed and delivered by Holdings Parent and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings Parent and Merger Sub, enforceable against 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, 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 Holdings and Merger Sub does not or will not, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby will not, result in any Violation of: (A) any provision of the Organizational Documents of Holdings and Parent or Merger Sub or (B) except for such Violations as would could not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, 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 or license binding upon or held by Holdings or Merger Sub or any franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Parent, Merger Sub or their respective properties or assets. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings Parent or Merger Sub in connection with the execution and delivery of this Agreement by Holdings Parent or Merger Sub or the consummation by Holdings Parent or Merger Sub of the 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 2.1(c)(iii3.1(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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyParent. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (ia) Each of Holdings Parent and Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Holdings each of Parent and Merger Sub. This Agreement has been duly executed and delivered by Holdings each of Parent and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings each of Parent and Merger Subsub, enforceable against them 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, 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 Holdings and Merger Sub does not or will not, as the case may be, and the consummation by Holdings and Merger Sub of the Merger and the other transactions contemplated hereby will not, result in any not constitute a Violation ofpursuant to: (Ai) any provision of the Organizational Documents Certificate of Holdings and Incorporation or Bylaws of Parent or Merger Sub Sub, or (Bii) except for such Violations as would not reasonably be expected to have a Parent Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations Required Consents (as defined in Section 2.3(c)) and filings referred to in paragraph (iii) belowthose consents set forth on the Parent Disclosure Schedule., any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concessionfranchise, franchise or license binding upon or held by Holdings or Merger Sub or any license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings Parent or Merger Sub any Subsidiary of Parent or their respective properties or assets. (iiic) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings Parent or Merger Sub any of its Subsidiaries in connection with the execution and delivery of this Agreement by Holdings Parent or Merger Sub or the consummation by Holdings or Merger Sub of the Merger and the other transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations Required Consents and filings required under or in relation to Section 2.1(c)(iii) and (B) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Parent Material Adverse Effect on Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyEffect. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each of Holdings Such WAXS Stockholder has the legal capacity and Merger Sub has all requisite power and authority to execute and deliver enter into this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The This Agreement has been duly authorized, executed and delivered by such WAXS Stockholder and constitutes a valid and binding obligation of such WAXS Stockholder enforceable in accordance with its terms. No filing with, and no permit, authorization, consent or approval of, any governmental authority or any other person is necessary for the execution and delivery of this Agreement by such WAXS Stockholder and the consummation by such WAXS Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action on and none of the part of Holdings and Merger Sub. This Agreement has been duly executed and delivered by Holdings and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings and Merger Subsuch WAXS Stockholder, enforceable against them in accordance with its terms. (ii) The execution and delivery of this Agreement by Holdings and Merger Sub does not or will not, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby will not, result in any Violation of: (A) any provision of the Organizational Documents of Holdings and Merger Sub or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger2 transactions contemplated hereby or compliance with the terms hereof by such WAXS Stockholder will conflict with, and subject or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, as applicable, the certificate of incorporation, bylaws or analogous documents of such WAXS Stockholder or any agreement to obtaining or making the consentswhich such WAXS Stockholder is a party, approvalsincluding any voting agreement, ordersstockholders agreement, authorizationsvoting trust, registrationstrust agreement, declarations and filings referred to in paragraph (iii) belowpledge agreement, any loan or credit agreement, note, bond, mortgage, bond, indenture, lease, benefit plan lease or other agreement, obligation, instrument, permit, concession, franchise or license binding upon or held by Holdings or Merger Sub or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Holdings such WAXS Stockholder or Merger Sub to its property or their respective properties assets except (i) where the failure to make such filings or assets. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings or Merger Sub in connection with the execution and delivery of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub of the transactions contemplated hereby, except for (A) the consents, approvals, ordersobtain such permits, authorizations, registrations, declarations and filings required under consents or in relation to Section 2.1(c)(iii) and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain approvals would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair prevent or delay the ability performance by such WAXS Stockholder of Holdings its obligations under this Agreement or Merger Sub to consummate (ii) for any such conflicts, violations, defaults or other occurrences that would not prevent or delay the transactions contemplated herebyperformance by such WAXS Stockholder of its obligations under this Agreement. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each of Holdings and Merger Sub The Company has all requisite corporate power and corporate authority to execute and deliver this Agreement and and, subject to the adoption of this Agreement by the requisite vote of the holders of the Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Holdings and the Company, subject in the case of the consummation of the Merger Subto any required adoption of this Agreement by the holders of the Company Common Stock. This Subject to the adoption of this Agreement by the requisite vote of the holders of the Company Common Stock, this Agreement has been duly executed and delivered by Holdings and Merger Sub the Company and (assuming the due authorization and valid execution and delivery of this Agreement by the CompanyHoldings and Merger Sub) constitutes a valid and binding agreement of Holdings and Merger Subthe Company, enforceable against them it in accordance with its terms. (ii) The execution and delivery of this Agreement by Holdings and Merger Sub the Company does not or will not, as the case may be, and the consummation by Holdings and Merger Sub the Company of the transactions contemplated hereby will not, conflict with, or result in any Violation violation of: , or constitute a 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 material obligation or the loss of a material benefit under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation"): (A) any provision of the Organizational Documents of Holdings and Merger Sub the Company or any of its Subsidiaries or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub the Company or impair the ability of Holdings or Merger Sub the Company to perform their its material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiSection 2.1(c)(iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise or license binding upon or held by Holdings the Company or Merger Sub any Subsidiary or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub the Company, its Subsidiaries or their respective properties or assets. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings the Company or Merger Sub any of its Subsidiaries in connection with the execution and delivery of this Agreement by Holdings or Merger Sub the Company or the consummation by Holdings or Merger Sub the Company of the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to Section 2.1(c)(iii(A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws, (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the MBCA with respect to the filing and recordation of appropriate articles of merger or other documents, (F) rules and regulations of the NASDAQ National Market ("NASDAQ") and (BG) such consentsany applicable federal and state laws governing the transfer of food processing and distribution facilities subject to licensing or permit requirements, approvalsinspection agreements, ordersand similar facility-wide approvals (including, authorizationsbut not limited to, registrations, declarations the Egg Products Inspection Act and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyMinnesota Consolidated Food Licensing Law). (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each of Holdings and Merger Sub has The LUKOIL Entities have all requisite corporate power and corporate authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by the LUKOIL Entities of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of Holdings and Merger Subthe LUKOIL Entities. This Agreement has been duly executed and delivered by Holdings the LUKOIL Entities and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings and Merger Subeach LUKOIL Entity, enforceable against them each LUKOIL Entity 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, or 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 by the LUKOIL Entities of this Agreement by Holdings and Merger Sub does not or will not, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby will not, result in any Violation of: (A) any provision of the Organizational Documents of Holdings and Merger Sub the LUKOIL Entities or any of their Material Subsidiaries or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, 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 or license binding upon or held by Holdings or Merger Sub or any franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub the LUKOIL Entities, any of their Material Subsidiaries or their respective properties or assetsassets except, in each case, as could not reasonably be expected to materially impair or delay the ability of the LUKOIL Entities to consummate the transactions contemplated hereby. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings or Merger Sub any LUKOIL Entity in connection with the execution and delivery of this Agreement by Holdings or Merger Sub the LUKOIL Entities or the consummation by Holdings or Merger Sub the LUKOIL Entities of the 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 2.1(c)(iii3.1(c)(iii), (B) Parent will not be permitted to make payments under the Lease Guaranty until such time, if any, as Parent receives a license from the Central Bank of the Russian Federation permitting it to make payments under the Lease Guaranty, and (BC) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would which could not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or materially impair or delay the ability of Holdings or Merger Sub the LUKOIL Entities to consummate the transactions contemplated hereby. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (ia) Each The Seller is a corporation duly organized and validly existing under the laws of Holdings the place of its incorporation and Merger Sub has all requisite the corporate power and authority to execute carry on its business as it is now being conducted or presently proposed to be conducted (b) The Seller has the requisite legal capacity to enter into, deliver and deliver perform this Agreement and perform the respective Deeds of Sale and Deeds of Assignment. All acts and other proceedings required to consummate be taken by the transactions contemplated hereby. The execution Seller to authorize the execution, delivery and delivery performance of this Agreement Agreement, the Deeds of Sale and the Deeds of Assignment and the consummation of the transactions contemplated hereby and thereby, have been or will have been at or prior to the First Payment Date duly authorized by all necessary action on the part of Holdings and Merger Sub. properly taken. (c) This Agreement has been duly executed and delivered by Holdings the Seller and Merger Sub the Deeds of Sale and (assuming the due authorization Deeds of Assignment will be, as of the First Payment Date, duly executed and valid execution and delivery of this Agreement delivered by the Company) Seller. This Agreement constitutes a valid and binding agreement obligations of Holdings the Seller and Merger Subthe deeds of sale of share and deeds of assignment of advances will constitute, as of the First Payment Date, valid and binding obligations of the Seller, enforceable against them it in accordance with its their respective terms. (iid) The execution No Third Party Consents are required. (e) All Governmental Authorizations that the Seller is required to obtain have been obtained, and all notices (other than the PCC Notice and the relevant disclosures to the SEC and PSE) that the Seller is required to give to any Person in connection with the execution, delivery and performance of this Agreement by Holdings and Merger Sub does not or will not, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby will not, result in any Violation of: (A) any provision of the Organizational Documents of Holdings and Merger Sub or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, 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 or license binding upon or held by Holdings or Merger Sub or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub or their respective properties or assetsbeen given. (iiif) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings or Merger Sub in connection with Neither the execution and delivery of this Agreement by Holdings or Merger Sub or nor the consummation by Holdings or Merger Sub performance of any of the transactions contemplated herebyunder this Agreement will directly or indirectly (with or without notice or lapse of time) (i) breach any provision of the Governing Documents of the Seller, except LB Holdco or LB Holdco Subsidiary, as applicable, or any resolution adopted by the shareholders or board of directors of the Seller, LB Holdco and LB Holdco Subsidiary as applicable, (ii) breach any Contract to which the Seller, LB Holdco or a LB Holdco Subsidiary is a party or to which it may be bound, (iii) violate or conflict with any Governmental Authorization or Law to which the Seller, LB Holdco or LB Holdco Subsidiary or any of the assets owned, used or held for use by the Seller, LB Holdco and LB Holdco Subsidiary may be subject, (Aiv) breach any Order to which the consentsSeller, approvalsLB Holdco and LB Holdco Subsidiary or any of the assets owned, ordersused or held for use by the Seller, authorizationsLB Holdco or LB Holdco Subsidiary may be subject, registrations(v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Telco Assets, declarations and filings required under (vi) violate or conflict with any Governmental Authorization or Law, or breach any Order, to which the Sale Shares may be subject or result in relation the imposition or creation of any Encumbrances upon or with respect to Section 2.1(c)(iiiany of the Sale Shares, other than, in the cases of clauses (iii), (iv) and (Bv) 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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyabove. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (ia) Each of Holdings The execution, delivery and Merger Sub has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery performance of this Agreement and the consummation of Ancillary Agreements by the transactions contemplated hereby Seller and each Acquired Company have been duly authorized by all necessary corporate action on the part of Holdings the Seller and Merger Sub. This Agreement has been duly executed each Acquired Company's Board of Directors and delivered by Holdings stockholders and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings and Merger Sub, enforceable against them in accordance with its terms. (ii) The execution and delivery of this Agreement by Holdings and Merger Sub does do not or will not, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby will notconflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any Violation of: (A) Lien pursuant to, any provision of the Organizational Documents articles of Holdings and Merger Sub incorporation or (B) bylaws of the Seller or any Acquired Company, or any agreement, law, rule or regulation or any order, judgment or decree to which the Seller or any Acquired Company is a party or by which the Seller or any Acquired Company or its properties are bound or affected except for where any such Violations as would conflict, default, loss of rights or creation of a Lien could not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay Acquired Companies taken as a whole. Except as set forth in any material respect or prevent the consummation of the MergerDisclosure 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 or license binding upon or held by Holdings or Merger Sub or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub or their respective properties or assets. (iii) No material no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity other action is required to be obtained or taken by the Seller or with respect to Holdings or Merger Sub any Acquired Company in connection with the execution execution, delivery and delivery performance by the Seller and each Acquired Company of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub Ancillary Agreements. (b) Each of the Seller and the Acquired Companies has full power and authority to enter into this Agreement and the Ancillary Agreements and to carry out the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and each Acquired Company and constitutes, and the Ancillary Agreements when executed and delivered will constitute, valid and binding obligations of the Seller and each Acquired Company enforceable in accordance with their respective terms, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to Section 2.1(c)(iii) and (B) 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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated hereby. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation extent that enforcement may be limited by applicable bankruptcy, reorganization, moratorium or similar laws of their respective businesses, taken as a wholegeneral applicability affecting the enforcement of creditors' rights and subject to general equitable principles which may limit the right to obtain equitable remedies.

Authority; No Conflicts. (i) Each of Holdings TenthGate Int. and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Holdings each of TenthGate Int. and Merger SubSub and no other corporate proceedings on the part of TenthGate Int. or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Holdings each of TenthGate Int. and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings each of TenthGate Int. and Merger Sub, enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution Neither the execution, delivery and delivery performance by TenthGate Int. or Merger Sub of this Agreement by Holdings and Merger Sub does not or will not, as the case may be, and nor the consummation by Holdings and Merger Sub of the transactions contemplated hereby will not, result in any Violation of: (A1) violates any provision of the Organizational Documents articles of Holdings and incorporation or bylaws of TenthGate Int. or Merger Sub Sub; (2) violates, conflicts with or results in a breach or default under (B) except for such Violations as would not reasonably be expected after the giving of notice or the passage of time or both), permits the termination of, or relieves the other party of its obligations under, any agreement or instrument to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings which TenthGate Int. or Merger Sub to perform their material obligations under this Agreement is a party or delay by which it or any of its properties or assets may be bound, or results in the creation of any material respect or prevent the consummation of the Merger, 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, bondlien, indenturesecurity interest, lease, benefit plan charge or other agreement, obligation, instrument, permit, concession, franchise or license binding encumbrance of any kind upon or held by Holdings or Merger Sub or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub or their respective of its properties or assets; or (3) violates any laws, regulations or orders of any applicable jurisdiction which are binding on TenthGate Int. or Merger Sub. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity governmental agency or authority is required by or with respect to Holdings TenthGate Int. or Merger Sub in connection with the execution and delivery of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub of the Merger and the other transactions contemplated hereby, except for those required under (A) the consentsDelaware Law, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to Section 2.1(c)(iii) and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make any applicable state securities or obtain would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated hereby“blue sky” laws. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (ia) Each of Holdings and Merger Sub Agere has all requisite full corporate power and authority to execute execute, deliver and perform this Agreement. Acquisition has full limited liability company power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by each of Agere and Acquisition has been duly authorized and approved by all necessary corporate or limited liability company, as the case may be, action, and, except for the filing of appropriate merger documents as required by the DLLCA, no other corporate or limited liability company, as the case may be, proceedings are necessary to authorize this Agreement and to consummate perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by each of Agere and Acquisition and is the legal, valid and binding obligation of each of Agere and Acquisition, enforceable in accordance with its terms. (b) The execution execution, delivery, performance by each of Agere and delivery Acquisition of this Agreement and the consummation of the transactions contemplated hereby do not, and will not, (i) violate or conflict with any provision of the Certificate of Incorporation or By-laws of Agere, or the Certificate of Formation or Limited Liability Company Agreement of Acquisition, (ii) violate any law, rule, regulation, order, writ, injunction, judgement or decree of any court, governmental authority, or regulatory agency, except for violations which, individually or in the aggregate, will not have been duly authorized a Material Adverse Effect on Agere and its Subsidiaries taken as a whole, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, indenture, lien, mortgage, lease, permit, guaranty or other agreement, instrument or obligation, oral or written, to which Agere or Acquisition is a party or by all necessary action which any of the properties of Agere or Acquisition may be bound, except for violations, breaches or defaults which, individually or in the aggregate, will not have a Material Adverse Effect on the part of Holdings Agere and Merger Sub. This Agreement has been duly executed and delivered by Holdings and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes its Subsidiaries, taken as a valid and binding agreement of Holdings and Merger Subwhole, enforceable against them in accordance with its termsor Acquisition. (iic) The execution and delivery of this Agreement by Holdings each of Agere and Merger Sub does not or Acquisition do not, and the performance by each of Agere and Acquisition of this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, or any other Person except for (i) the filing and recordation of appropriate merger documents as required by the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby will not, result in any Violation of: DLLCA; (Aii) any provision such consent, approval, authorization, permission, notice or filing which is required under the Securities Act, the Securities Exchange Act of 1934 (together with the Organizational Documents of Holdings rules and Merger Sub regulations promulgated thereunder, the "Exchange Act") and applicable state securities Laws; and (iii) any such consent, approval, authorization, permission, notice or (B) except for such Violations as filing which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on Holdings Agere and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, 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 or license binding upon or held by Holdings or Merger Sub or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub or their respective properties or assets. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings or Merger Sub in connection with the execution and delivery of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub of the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to Section 2.1(c)(iii) and (B) 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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated hereby. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, its Subsidiaries taken as a whole.

Authority; No Conflicts. (i1) Each of Holdings and Merger Sub LDI has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions actions contemplated hereby have been duly authorized by all necessary corporate action on the part of Holdings LDI including approval by both the Board of Directors and Merger Subshareholders of LDI. This Agreement has been duly executed and delivered by Holdings LDI and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings and Merger SubLDI, enforceable against them LDI in accordance with its terms. (ii2) The execution and delivery of this Agreement by Holdings and Merger Sub LDI does not or will not, as the case may be, and the consummation by Holdings and Merger Sub LDI of the transactions Transaction and the other actions contemplated hereby will not, conflict with, or result in any a Violation ofpursuant to: (A) any provision of the Organizational Documents Articles of Holdings and Merger Sub Incorporation or bylaws or other charter documents of LDI or any Subsidiary of LDI or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, 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, material lease, benefit plan Employee Benefit Plan or other agreement, obligation, instrument, permit, concession, franchise or license binding upon or held by Holdings or Merger Sub or any franchise, license, judgment, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to Holdings or Merger Sub LDI, any Subsidiary of LDI or their respective properties or assets. (iii3) No material consent, approval, approval order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings LDI or Merger Sub any Subsidiary of LDI in connection with the execution and delivery of this Agreement by Holdings or Merger Sub LDI, or the consummation by Holdings or Merger Sub of the Transaction and the other transactions contemplated herebyhereby and thereby, except for (Athe consents of third parties identified in Section 2.1(c)(3) of the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to Section 2.1(c)(iii) and (B) 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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyLDI Disclosure Schedule. (iv4) Each of Holdings The NETnet Consent is in full force and Merger Sub holds all Permits which are material to the operation of their respective businesseseffect and has not been amended, taken as a wholemodified, revoked or rescinded.

Authority; No Conflicts. (ia) Each of Holdings insci-statements and Merger Sub has INFINITESPACE have all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Escrow Agreement 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 Holdings insci-statements and Merger SubINFINITESPACE. This Agreement, the Escrow Agreement has and the Registration Rights Agreement have been or will be duly executed and delivered by Holdings BUYERS and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a constitute or will constitute valid and binding agreement agreements of Holdings insci-statements and Merger SubINFINITESPACE, enforceable against them in accordance with its their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles. (iib) The execution and delivery of this Agreement, the Escrow Agreement and the Registration Rights Agreement by Holdings and Merger Sub BUYERS does not or will not, as the case may be, and the consummation by Holdings insci-statements and Merger Sub INFINITESPACE of the transactions contemplated hereby or by the Escrow Agreement or the Registration Rights Agreement will not, conflict with, or result in any Violation of: a violation pursuant to (Ai) any provision of the Organizational Documents certificate of Holdings and Merger Sub incorporation or by-laws of insci-statements or any subsidiary (Bii) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the MergerEffect, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph Section 5.5 (iiic) below, any loan or credit agreement, agreement note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, obligation instrument, permit, concession, franchise or license binding upon or held by Holdings or Merger Sub or any franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings insci-statements or Merger Sub any subsidiary or their respective properties or assets. (iii) assets except for the existing credit agreement between insci-statements and Silicon Valley Bank. No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity governmental entity is required by or with respect to Holdings insci-statements or Merger Sub any Subsidiary in connection with the execution and delivery of this Agreement, the Escrow Agreement by Holdings or Merger Sub or and the consummation by Holdings or Merger Sub of the Registration Rights Agreement and transactions contemplated herebyhereby (i) Any state securities or Blue Sky Laws, except for (Aii) Securities Act of 1933, as amended (iii) the consentsSecurities Exchange Act of 1934, approvalsas amended (iv) rules and regulations of NASDAQ, orders, authorizations, registrations, declarations and filings required under or in relation to Section 2.1(c)(iii) and (Bv) 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 Holdings Effect. The foregoing is subject to insci-statement obtaining NASDAQ approval of the terms of the proposed issuance/exchange of shares and Merger Sub or impair or delay the ability listing of Holdings or Merger Sub to consummate the transactions contemplated herebyinsci-statements Shares with NASDAQ and the Boston Stock Exchange. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each of Holdings and Merger Sub Investor has all requisite limited liability company power and authority to execute and deliver enter into this Agreement and the Transaction Agreements with respect to which Investor is contemplated thereby to be a party and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Investor is contemplated thereby to be a party by Investor and the consummation by Investor of the transactions contemplated hereby Transactions have been duly authorized by all necessary limited liability company action on the part of Holdings and Merger SubInvestor. This Agreement has been been, and the Transaction Agreements with respect to which Investor is contemplated thereby to be a party will be, duly executed and delivered by Holdings and Merger Sub and (Investor and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreement with respect to which Investor is contemplated thereby to be a party by the Company) other parties hereto and thereto, as applicable, constitutes or will constitute a valid and binding agreement of Holdings and Merger SubInvestor, enforceable against them Investor in accordance with its their respective terms, except as such enforceability may be 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). (ii) The execution and delivery of this Agreement by Holdings Investor does not, the execution and Merger Sub does not or delivery by Investor of the Transaction Agreements with respect to which Investor is contemplated thereby to be a party will not, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby Transactions will not, conflict with, or result in any Violation breach or violation of, or constitute a 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 benefit under, or the creation of any material pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”), “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 Organizational Documents organizational documents of Holdings and Merger Sub Investor or (B) except for such Violations as as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the MergerInvestor, and subject to obtaining or making the consentsInvestor 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 Investor 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 or license binding upon or held by Holdings or Merger Sub or any franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings Investor or Merger Sub any Subsidiary of Investor or their respective properties or assets. (iii) No material 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 Holdings Investor or Merger Sub any Subsidiary of Investor in connection with the execution and delivery of this Agreement and the Transaction Agreements with respect to which Investor is contemplated thereby to be a party by Holdings or Merger Sub Investor or the consummation by Holdings or Merger Sub Investor of the transactions contemplated herebyTransactions, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to Section 2.1(c)(iii(A) the 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 rules and regulations of the NYSE, (F) antitrust or other competition laws of other jurisdictions and (BG) 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 Holdings Investor. Consents, approvals, orders, authorizations, registrations, declarations and Merger Sub filings required under or impair or delay in relation to any of the ability of Holdings or Merger Sub foregoing clauses (A) through (F) are hereinafter referred to consummate as the transactions contemplated hereby“Investor Necessary Consents”. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (ia) Each Seller (other than Mitsui U.S.A.) is duly organized and validly existing under the laws of Holdings Japan. Mitsui U.S.A. is duly organized, validly existing and Merger Sub in good standing under the laws of the State of New York. Each Seller has all requisite corporate power and authority to execute enter into and deliver perform the covenants in this Agreement and the Collateral Agreements to which such Seller is a party, and to consummate the transactions contemplated herebyTransactions. The execution All corporate acts and other proceedings required to be taken by each Seller to authorize the execution, delivery and performance of this Agreement Agreement, the Collateral Agreements to which such Seller is a party and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary action on the part of Holdings and Merger Subproperly taken. This Agreement has been (and the Collateral Agreements to which such Seller is a party, when executed and delivered will be) duly executed and delivered by Holdings and Merger Sub and (each Seller and, assuming the due authorization execution hereof by the other parties hereto, this Agreement constitutes (and the Collateral Agreements to which such Seller is a party, when executed and delivered, will constitute) the valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms. (b) Neither the execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings and Merger Sub, enforceable against them in accordance with its terms. (ii) The execution and delivery of this Agreement by Holdings and Merger Sub does not Sellers nor the performance or will not, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby Transactions by the Sellers will notdirectly or indirectly (with or without notice or lapse of time or both) (i) contravene, conflict with or result in any Violation of: a violation of (A) any provision of the Organizational Documents CPP's Articles of Holdings and Merger Sub Incorporation or (B) except for such Violations as would not reasonably be expected any resolution adopted by the Board or shareholders of CPP, (ii) contravene, conflict with or result in a violation of or give any Governmental Entity or other Person the right to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in challenge any material respect or prevent the consummation of the MergerTransactions or to exercise any remedy or obtain any relief under, and subject any Legal Requirement or any Order to obtaining which CPP or making any Seller, or any of the consentsassets owned or used by CPP may be subject, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowcause Buyer or CPP to become subject to, or liable for the payment of any loan Tax, (iv) contravene, conflict with or credit agreement, note, mortgage, bond, indenture, lease, benefit plan result in a violation or other agreement, obligation, instrument, permit, concession, franchise or license binding upon or held by Holdings or Merger Sub or a breach of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub or their respective properties or assets. (iii) No material consent, approval, order or authorization provision of, or registrationgive any Person the right to declare a default of, declaration or filing withexercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify any Governmental Entity is required by Contract; or (v) result in the imposition or creation of any Lien upon or with respect to Holdings or Merger Sub in connection with the execution and delivery of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub any of the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under assets owned or in relation to Section 2.1(c)(iii) and (B) 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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyused by CPP. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each of Holdings Parent and Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and Parent has all requisite corporate power and authority to consummate issue the transactions contemplated herebyshares of Parent Common Stock to be issued in the Merger (the "Share Issuance"). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Holdings Parent and Merger Sub. This Agreement has been duly executed and delivered by Holdings Parent and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings Parent and Merger Sub, enforceable against each of them 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, 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 by Holdings and Merger Sub does not or will do not, as the case may be, and the consummation by Holdings and Merger Sub of the Merger and the other transactions contemplated hereby will not, conflict with, or result in any a Violation ofpursuant to: (A) any provision of the Organizational Documents certificate of Holdings and Merger Sub incorporation or by-laws of Parent or the governing documents of any Subsidiary of Parent, or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub Parent or impair the ability of Holdings to prevent or Merger Sub to perform their material obligations under this Agreement materially impede or delay in any material respect or prevent the consummation of the Mergertransactions contemplated hereby and, 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 or license binding upon or held by Holdings or Merger Sub or any franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings Parent or Merger Sub any Subsidiary of Parent or their respective properties or assets. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings Parent or Merger Sub any Subsidiary of Parent in connection with the execution and delivery of this Agreement by Holdings or Merger Sub Parent or the consummation by Holdings or Merger Sub of the Merger and the other transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations Required Consents and filings required under or in relation to Section 2.1(c)(iii) and (B) 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 Holdings and Merger Sub Parent or impair to prevent or materially impede or delay the ability consummation of Holdings or Merger Sub to consummate the transactions contemplated hereby. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (ia) Each The Seller is a corporation duly organized and validly existing under the Laws of Holdings the place of its incorporation and Merger Sub has all requisite the corporate power and authority to execute carry on its business as it is now being conducted or presently proposed to be conducted. (b) The Seller has the requisite legal capacity to enter into, deliver and deliver perform this Agreement and perform the respective Deeds of Sale and Deeds of Assignment. All acts and other proceedings required to consummate be taken by the transactions contemplated hereby. The execution Seller to authorize the execution, delivery and delivery performance of this Agreement Agreement, the Deeds of Sale and the Deeds of Assignment and the consummation of the transactions contemplated hereby and thereby, have been or will have been at or prior to the First Payment Date duly authorized by all necessary action on the part of Holdings and Merger Sub. properly taken. (c) This Agreement has been duly executed and delivered by Holdings the Seller and Merger Sub the Deeds of Sale and (assuming the due authorization Deeds of Assignment will be, as of the First Payment Date, duly executed and valid execution and delivery of this Agreement delivered by the Company) Seller. This Agreement constitutes a valid and binding agreement obligations of Holdings the Seller and Merger Subthe deeds of sale of share and deeds of assignment of advances will constitute, as of the First Payment Date, valid and binding obligations of the Seller, enforceable against them it in accordance with its their respective terms. (iid) The execution No Third Party Consents are required. (e) All Governmental Authorizations that the Seller is required to obtain have been obtained, and all notices (other than the PCC Notice and the relevant disclosures to the SEC and the PSE) that the Seller is required to give to any Person in connection with the execution, delivery and performance of this Agreement by Holdings and Merger Sub does not or will not, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby will not, result in any Violation of: (A) any provision of the Organizational Documents of Holdings and Merger Sub or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, 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 or license binding upon or held by Holdings or Merger Sub or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub or their respective properties or assetsbeen given. (iiif) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings or Merger Sub in connection with Neither the execution and delivery of this Agreement by Holdings or Merger Sub or nor the consummation by Holdings or Merger Sub performance of any of the transactions contemplated herebyunder this Agreement will directly or indirectly (with or without notice or lapse of time) (i) breach any provision of the Governing Documents of the Seller, except VTI or the VTI Subsidiaries, as applicable, or any resolution adopted by the shareholders or board of directors of the Seller, VTI and the VTI Subsidiaries as applicable, (ii) breach any Contract to which the Seller, VTI or a VTI Subsidiary is a party or to which it may be bound, (iii) violate or conflict with any Governmental Authorization or Law to which the Seller, VTI or the VTI Subsidiaries or any of the assets owned, used or held for use by the Seller, VTI and the VTI Subsidiaries may be subject, (Aiv) breach any Order to which the consentsSeller, approvalsVTI and VTI Subsidiaries or any of the assets owned, ordersused or held for use by the Seller, authorizationsVTI or the VTI Subsidiaries may be subject, registrations(v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Telco Assets, declarations and filings required under (vi) violate or conflict with any Governmental Authorization or Law, or breach any Order, to which the Sale Shares may be subject or result in relation the imposition or creation of any Encumbrances upon or with respect to Section 2.1(c)(iiiany of the Sale Shares, other than, in the cases of clauses (iii), (iv) and (Bv) 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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyabove. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each of Holdings and Merger Sub has all requisite corporate power and corporate authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. Parent, as the sole stockholder of Merger Sub, has approved this Agreement and the transactions contemplated hereby. The execution execution, delivery and delivery performance by Merger Sub of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of Holdings and Merger Sub. This Agreement has been duly executed and delivered by Holdings and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings and Merger Sub, enforceable against them Merger Sub 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, or 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 by Merger Sub of this Agreement by Holdings and Merger Sub does not or will not, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby will not, result in any Violation of: (A) any provision of the Organizational Documents of Holdings and Merger Sub or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, 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 or license binding upon or held by Holdings or Merger Sub or any franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub or their its respective properties or assetsassets except, in each case, as would not reasonably be expected to materially impair or delay the ability of Merger Sub to consummate the transactions contemplated hereby. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings or Merger Sub in connection with the execution and delivery of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub of the 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 2.1(c)(iii) ), and (B) 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 Holdings and Merger Sub or materially impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated hereby. (iv) Each . Without limiting the generality of Holdings and the foregoing, Merger Sub holds all Permits which are material has determined, upon consultation with competent legal counsel, that no filing under the HSR Act is required to be made by Parent or any Affiliate of Parent in connection with this Agreement or the operation consummation by Merger Sub of their respective businesses, taken as a wholethe transactions contemplated hereby.

Authority; No Conflicts. (i) Each of Holdings and Merger Sub Acquirer has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Holdings and Merger SubAcquirer. This Agreement has been duly executed and delivered by Holdings and Merger Sub and (Acquirer and, assuming the due authorization and valid authorization, execution and delivery of this Agreement thereof by the Company) , constitutes a valid and binding agreement of Holdings and Merger SubAcquirer, enforceable against them it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting 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 by Holdings and Merger Sub does not or will do not, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any Violation of: (A) violate any provision of the Organizational Documents of Holdings and Merger Sub or Acquirer, (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiSection 3.2(c)(iii) below, conflict with or result in any loan violation of or constitute a default or give rise to any right of termination, amendment, cancellation or acceleration or loss of any benefit under (in any case with or without notice or lapse of time, or both) any Law, judgment, order, decree, injunction, determination or award currently in effect which, individually or in the aggregate, would prevent the consummation of the Merger by the Outside Date, or (C) violate, conflict with, constitute a breach or default under or give rise to a right of termination, amendment, cancellation or acceleration or loss of any benefit under any contract, loan, credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise or license binding upon to which Acquirer is a party or held by Holdings or Merger Sub or which any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub or their respective of its properties or assetsassets is bound or subject, which, individually or in the aggregate, would reasonably be expected to prevent the consummation of the Merger by the Outside Date. (iii) No material consent, permit, approval, order or authorization of, or registration, declaration or filing with, or notice to any Governmental Entity Entity, which has not been received or made, is required by or with respect to Holdings or Merger Sub Acquirer in connection with the execution and delivery of this Agreement by Holdings or Merger Sub Acquirer or the consummation by Holdings or Merger Sub Acquirer of the transactions contemplated hereby, except for (A) the consentsfilings under state securities or “blue sky” Laws, approvals(B) any filings, orders, authorizations, registrations, declarations and filings or reports required under the Exchange Act or the rules and regulations promulgated thereunder in relation to Section 2.1(c)(iiiconnection with the transactions contemplated by this Agreement, (C) the filing and recordation of Articles of Merger under the MGCL, and (BD) 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 Holdings and prevent the consummation of the Merger Sub or impair or delay by the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyOutside Date. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each of Holdings and Merger Sub Target has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Target Vote (as defined in Section 3.2(h)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Holdings and Target, subject in the case of the consummation of the Merger Subto the adoption of this Agreement by the Required Target Vote. This Agreement has been duly executed and delivered by Holdings Target and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings and Merger SubTarget, enforceable against them 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 by Holdings and Merger Sub Target does not or will not, as the case may be, and the consummation by Holdings and Merger Sub Target of the Merger and the other transactions contemplated hereby will not, conflict with, or result in any a Violation ofpursuant to: (A) any provision of the Organizational Documents articles of Holdings and Merger Sub incorporation or by-laws of Target or any Subsidiary of Target or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, 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 or license binding upon or held by Holdings or Merger Sub or any franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings Target or Merger Sub any Subsidiary of Target or their respective properties or assets. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings Target or Merger Sub any Subsidiary of Target in connection with the execution and delivery of this Agreement by Holdings or Merger Sub Target or the consummation by Holdings or Merger Sub of the Merger and the other transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations Necessary Consents and filings required under or in relation to Section 2.1(c)(iii) and (B) 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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyTarget. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each of Holdings and Merger Sub The Company has all requisite corporate power and corporate authority to execute and deliver this Agreement and and, subject to the adoption of this Agreement by the requisite vote of the holders of the Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Holdings and the Company, subject in the case of the consummation of the Merger Subto any required adoption of this Agreement by the holders of the Company Common Stock. This Subject to the adoption of this Agreement by the requisite vote of the holders of the Company Common Stock, this Agreement has been duly executed and delivered by Holdings and Merger Sub the Company and (assuming the due authorization and valid execution and delivery of this Agreement by the CompanyHoldings and Merger Sub) constitutes a valid and binding agreement of Holdings and Merger Subthe Company, enforceable against them it in accordance with its terms. (ii) The execution and delivery of this Agreement by Holdings and Merger Sub the Company does not or will not, as the case may be, and the consummation by Holdings and Merger Sub the Company of the transactions contemplated hereby will not, conflict with, or result in any Violation violation of: , or constitute a 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 material obligation or the loss of a material benefit under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation"): (A) any provision of the Organizational Documents of Holdings and Merger Sub the Company or any of its Subsidiaries or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub the Company or impair the ability of Holdings or Merger Sub the Company to perform their its material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiiSection 2.1(c)(iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise or license binding upon or held by Holdings the Company or Merger Sub any Subsidiary or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub the Company, its Subsidiaries or their respective properties or assets. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings the Company or Merger Sub any of its Subsidiaries in connection with the execution and delivery of this Agreement by Holdings or Merger Sub the Company or the consummation by Holdings or Merger Sub the Company of the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to Section 2.1(c)(iii(A) the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws, (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the MBCA with respect to the filing and recordation of appropriate articles of merger or other documents, (F) rules and regulations of the NASDAQ National Market ("NASDAQ") and (BG) such consentsany applicable federal and state laws governing the transfer of food processing and distribution facilities subject to licensing or permit requirements, approvalsinspection agreements, ordersand similar facility-wide approvals (including, authorizationsbut not limited to, registrations, declarations the Egg Products Inspection Act and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyMinnesota Consolidated Food Licensing Law). (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (ia) Each of Holdings and Merger Sub Ciena has all requisite power and authority to execute and deliver enter into this Agreement Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement Agreement, the performance of the obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary company action on the part of Holdings Ciena and Merger Subno other company proceedings on the part of Ciena are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Holdings Ciena and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid valid, legal and binding agreement of Holdings and Merger SubCiena, enforceable against them Ciena in accordance with its terms. (iib) The execution and delivery of this Agreement by Holdings and Merger Sub Ciena does not or will not, as and the case may be, performance of its obligations hereunder and the consummation by Holdings and Merger Sub Ciena of the transactions contemplated hereby will not, conflict with, or result in any Violation violation or breach of: , or constitute a default (Awith 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 provision obligation or the loss of a material benefit under, or the Organizational Documents creation of Holdings and Merger Sub a lien, charge, “put” or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub “call” right or impair other encumbrance on, or the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowloss of, any loan assets, including Intellectual Property (as defined in Section 3.6), or credit agreementcause or create any right of payment or reimbursement (any such conflict, noteviolation, mortgagebreach, bonddefault, indentureright of termination, leaseamendment, benefit plan cancellation or other agreementacceleration, obligationloss, instrumentcreation, permitpayment or reimbursement, concession, franchise or license binding upon or held by Holdings or Merger Sub or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub or their respective properties or assetsa “Violation”). (iiic) No material 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 Holdings or Merger Sub Ciena in connection with the execution and delivery of this Agreement by Holdings Ciena or Merger Sub the performance of its obligations hereunder or the consummation by Holdings or Merger Sub of the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to Section 2.1(c)(iii) and (B) 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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the other transactions contemplated hereby. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each of Holdings The execution, delivery and Merger Sub has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary requisite corporate action on the part of Holdings and Merger SubICOP. This Agreement has been duly executed and delivered by Holdings ICOP and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement obligations of Holdings and Merger Sub, ICOP enforceable against them in accordance with its termsterms (except as limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights). (ii) The execution and delivery of this Agreement by Holdings and Merger Sub ICOP does not or will not, as the case may be, and the consummation by Holdings and Merger Sub of the Merger pursuant to this Agreement and the other transactions contemplated hereby will not, conflict with or result in any Violation violation of: , or constitute a default (with or without notice or lapse of time, or both) under, any provision of (A) any provision the certificate of the Organizational Documents incorporation or bylaws of Holdings and Merger Sub ICOP or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, 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 or license binding upon or held by Holdings or Merger Sub or any franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings ICOP or Merger Sub or their respective any of its properties or assets, except as would not have a material adverse effect on ICOP, subject to obtaining the Required Consents (defined below). (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity governmental entity is required by or is necessary with respect to Holdings or Merger Sub ICOP in connection with the its execution and delivery of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub of the Merger and the other transactions contemplated herebythereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to Section 2.1(c)(iii) the corporate laws of Nevada and (B) Colorado with respect to the filing of the Articles of Merger with the Colorado Secretary of State and Certificate of Merger with the Nevada Secretary of State, 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 material adverse effect on Holdings any party hereto. Consents, approvals, and Merger Sub filings required under or impair or delay in relation to any of the ability of Holdings or Merger Sub foregoing are referred to consummate as the transactions contemplated hereby"Required Consents." (iv) Each Except as set forth in the ICOP Disclosure Schedule, all material contracts of Holdings ICOP shall remain in full force and Merger Sub holds all Permits which are material to effect following, and notwithstanding the operation of their respective businessesconsummation of, taken as a wholethe Merger.

Authority; No Conflicts. (ia) Each of Holdings and Merger Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated herebyhereby and thereby (collectively, and including the execution, delivery and performance by certain stockholders of the Company Voting Agreements, the “Contemplated Transactions”). The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby Contemplated Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Holdings the Company are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the approval and Merger Subadoption of this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock (the “Required Company Stockholder Vote”) as contemplated by Section 6.1(a) of this Agreement and the filing of appropriate merger documents as required by the DGCL). The Board of Directors of the Company has unanimously approved this Agreement, declared it to be advisable and resolved to recommend to the stockholders of the Company that they vote in favor of the Adoption of this Agreement in accordance with the DGCL. This Agreement has been duly executed and delivered by Holdings and Merger Sub and (the Company and, assuming the due authorization and valid authorization, execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings Parent and Merger Sub, constitutes the valid and binding obligation of the Company enforceable against them the Company in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general principles of equity. (iib) The Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Holdings and Merger Sub does not or will not, as the case may be, and nor the consummation by Holdings and Merger Sub of any of the transactions contemplated hereby will notContemplated Transactions do or will, directly or indirectly (with or without notice or lapse of time or both), (i) contravene, conflict with, or result in any Violation of: a violation of (A) any provision of the Organizational Documents of Holdings and Merger Sub any of the Acquired Corporations, or (B) except any resolution adopted by the board of directors or the stockholders of any of the Acquired Corporations; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is or may be subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any of the Acquired Corporations, or that otherwise relates to the business of, or any of the assets owned or used by, any of the Acquired Corporations; (iv) cause any of the Acquired Corporations to become subject to, or to become liable for the payment of, any Tax; (v) cause any of the assets owned by any of the Acquired Corporations to be reassessed or revalued by any Taxing Authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Acquired Corporation Contract; (vii) require a Consent from any Person; or (viii) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by any of the Acquired Corporations, except, in the case of clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), for any such Violations as conflicts, violations, breaches, defaults or other occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and could not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub to, individually or impair in the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay aggregate, adversely affect the Acquired Corporations in any material respect or prevent the consummation of the Merger, 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 or license binding upon or held by Holdings or Merger Sub or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub or their respective properties or assetsrespect. (iiic) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Body, is required by or with respect to Holdings or Merger Sub the Acquired Corporations in connection with the execution and delivery of this Agreement by Holdings or Merger Sub Agreement, or the consummation by Holdings or Merger Sub of the transactions contemplated herebyContemplated Transactions, except (i) for (A) filing of a Certificate of Merger as required by the consentsDGCL as provided in Section 1.2, approvals(B) the filing of the Proxy Statement, (C) such Consents, orders, authorizations, registrations, declarations and filings as may be required under or applicable state securities laws and the securities laws of any foreign country, (D) the filing of a Form S-4 Registration Statement with the SEC in relation to Section 2.1(c)(iiiaccordance with the Securities Act; (E) the filing of a Current Report on Form 8-K with the SEC, and (BF) filings pursuant to Rule 165 and Rule 425 of the Securities Act; and (ii) where failure to receive such consentsorder, approvalsor make such registration, ordersdeclaration, authorizationsfilings or notifications, registrationswould not prevent or delay consummation of the Contemplated Transactions in any material respect, declarations or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and filings the failure of which to make or obtain would could not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair or delay to, adversely affect the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyAcquired Corporations in any material respect. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each of Holdings Such WAXS Stockholder has the legal capacity and Merger Sub has all requisite power and authority to execute and deliver enter into this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The This Agreement has been duly authorized, executed and delivered by such WAXS Stockholder and constitutes a valid and binding obligation of such WAXS Stockholder enforceable in accordance with its terms. No filing with, and no permit, authorization, consent or approval of, any governmental authority or any other person is necessary for the execution of this Agreement by such WAXS Stockholder and the consummation by such WAXS Stockholder of the transactions contemplated hereby and none of the 2 execution and delivery of this Agreement and by such WAXS Stockholder, the consummation of the transactions contemplated hereby have been duly authorized or compliance with the terms hereof by all necessary action on the part of Holdings and Merger Sub. This Agreement has been duly executed and delivered by Holdings and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings and Merger Subsuch WAXS Stockholder will conflict with, enforceable against them in accordance with its terms. (ii) The execution and delivery of this Agreement by Holdings and Merger Sub does not or will not, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby will not, result in any Violation violation of: , or default (Awith or without notice or lapse of time or both) under any provision of, as applicable, the certificate of the Organizational Documents incorporation, bylaws or analogous documents of Holdings and Merger Sub such WAXS Stockholder or (B) except for any agreement to which such Violations as would not reasonably be expected to have WAXS Stockholder is a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in party, including any material respect or prevent the consummation of the Mergervoting agreement, and subject to obtaining or making the consentsstockholders agreement, approvalsvoting trust, orderstrust agreement, authorizationspledge agreement, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, bond, mortgage, bond, indenture, lease, benefit plan lease or other agreement, obligation, instrument, permit, concession, franchise or license binding upon or held by Holdings or Merger Sub or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Holdings such WAXS Stockholder or Merger Sub to its property or their respective properties assets except (i) where the failure to make such filings or assets. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings or Merger Sub in connection with the execution and delivery of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub of the transactions contemplated hereby, except for (A) the consents, approvals, ordersobtain such permits, authorizations, registrations, declarations and filings required under consents or in relation to Section 2.1(c)(iii) and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain approvals would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair prevent or delay the ability performance by such WAXS Stockholder of Holdings its obligations under this Agreement or Merger Sub to consummate (ii) for any such conflicts, violations, defaults or other occurrences that would not prevent or delay the transactions contemplated herebyperformance by such WAXS Stockholder of its obligations under this Agreement. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each of Holdings and Merger Sub Other than the Member Approval, BCNEPA has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated herebyset forth herein. The Other than the Member Approval, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby set forth herein have been duly authorized by all necessary corporate action on the part of Holdings and Merger SubBCNEPA. This Agreement has been duly executed and delivered by Holdings and Merger Sub and (BCNEPA and, assuming the due authorization and valid execution and delivery of that this Agreement by the Company) constitutes a valid and binding agreement obligation of Holdings Highmark, constitutes a valid and Merger Subbinding obligation of BCNEPA, enforceable against them 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 Subject to obtaining the BCNEPA Governmental Consents and except as set forth on the BCNEPA Disclosure Letter, the execution, delivery and performance of this Agreement by Holdings and Merger Sub does not or will BCNEPA do not, as the case may be, and the consummation by Holdings and Merger Sub BCNEPA of the Merger and the other transactions contemplated hereby set forth herein will not, in any material respect for subsections (B) and (C) below, conflict with, or result in any Violation violation of: , or constitute a 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 (other than Permitted Liens) on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, or creation being hereinafter referred to as a “Violation”), or require the consent or approval of any Third Party, pursuant to: (A) any provision of the Organizational Documents of Holdings and Merger Sub BCNEPA or any Subsidiary of BCNEPA; (B) except for such Violations any Law applicable to BCNEPA or any Subsidiary of BCNEPA, or their respective properties or assets; or (C) any BCNEPA Material Contract. (iii) Subject to obtaining the BCNEPA Governmental Consents, no material consent, approval, order or authorization of, or material registration, declaration or filing by BCNEPA or any Subsidiary of BCNEPA with, any Governmental Entity is required to be obtained or made by BCNEPA or any Subsidiary of BCNEPA as would not reasonably be expected to have a Material Adverse Effect on Holdings result of the execution, delivery and Merger Sub or impair the ability performance of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in by BCNEPA. For the purposes of this Agreement, the term “BCNEPA Governmental Consents” means any and all material respect or prevent the consummation of the Merger, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred set forth on the BCNEPA Disclosure Letter required to in paragraph (iii) below, any loan be obtained or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise or license binding upon or held made by Holdings or Merger Sub BCNEPA or any judgment, order, decree, statute, law, ordinance, rule or regulation Subsidiary of BCNEPA pursuant to applicable to Holdings or Merger Sub or their respective properties or assetsLaws. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings or Merger Sub in connection with the execution and delivery of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub of the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to Section 2.1(c)(iii) and (B) 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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated hereby. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each Seller is a limited liability company duly formed, validly existing and in good standing in the State of Holdings Delaware and Merger Sub is qualified to do business and in good standing in the Commonwealth of Pennsylvania. Seller has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized authorized, by all necessary action on limited liability company action, the part execution, delivery and performance of Holdings and Merger Subthis Contract. This Agreement Contract has been duly executed and delivered by Holdings Seller and Merger Sub and (assuming constitutes the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and legally binding agreement obligation of Holdings and Merger SubSeller, enforceable against them Seller in accordance with its terms. (ii) The execution , except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors’ rights and by general principles of equity. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Agreement Contract, except as set forth in Exhibit D hereto and except for consents and approvals that, individually or in the aggregate, (x) are not required to transfer any part of the Property to Buyer or its permitted assigns, (y) are not necessary for the ownership, occupany and/or operation by Holdings Buyer, its Affiliates, permitted assigns and/or Manager of the Property as a Residence Inn by Marriott, and Merger Sub does (z) if not obtained, would not have a material adverse effect on the Hotel’s business and/or operations and/or the financial performance of the Property as reflected in the Financial Statements. Neither the execution, delivery nor performance of, or compliance with, this Contract by Seller has resulted, or will notresult, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby will not, result in any Violation violation of: (A) any provision of the Organizational Documents of Holdings and Merger Sub , or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub default under, or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowacceleration of, any loan obligation under the articles of organization or credit limited liability company agreement of Seller or under any mortgage indenture, lien, agreement, promissory note, mortgagecontract, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise or license binding upon or held by Holdings or Merger Sub or any judgment, decree, order, decreerestrictive covenant, statute, law, ordinance, rule or regulation regulation, applicable to Holdings Seller or Merger Sub or their respective properties or assets. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings or Merger Sub in connection with the execution and delivery of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub of the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to Section 2.1(c)(iii) and (B) 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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated hereby. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a wholeHotel.

Authority; No Conflicts. (i) Each of Holdings the Parent and Merger Sub has all requisite power is a corporation duly organized, validly existing and authority to execute in good standing under the law of its jurisdiction of incorporation. All the issued and deliver this Agreement outstanding capital stock of the Sub is owned of record directly by the Parent. This agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part board of Holdings directors of each of the Parent and Merger Sub. This Agreement has been duly executed and delivered by Holdings and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) Parent, as the sole stockholder of the Sub, and, assuming this agreement constitutes a valid and binding obligation of the Company, this agreement constitutes a valid and binding obligation of Holdings each of the Parent and Merger Sub, enforceable against them each of the Parent and Sub in accordance with its terms. , except as enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors rights generally and subject to general principles of equity (ii) whether considered in a proceeding in equity or at law). The execution and delivery of this Agreement by Holdings and Merger Sub agreement does not or will not, as the case may be, and the consummation by Holdings and Merger Sub of the transactions contemplated hereby by this agreement will not, (a) conflict with the Parent's or the Sub's certificate of incorporation or by-laws; (b) result in any Violation of: violation of or default (Awith or without notice or lapse of time or both) any provision of the Organizational Documents of Holdings and Merger Sub or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in under, any material respect or prevent the consummation of the Mergernote, 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, notebond, mortgage, bondindenture, indenturedeed of trust, license, lease, benefit plan contract, commitment, agreement or other agreement, obligation, instrument, permit, concession, franchise arrangement to which the Parent or license binding upon Sub is a party or held by Holdings or Merger Sub or (c) violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger the Parent, the Sub or any of their respective properties property or assets. , other than, in the case of clauses (iiib) and (c) above, any such conflicts, violations and defaults that, in the aggregate, would not have a Material Adverse Effect. No material consent, approval, order or authorization of, or registration, declaration of or filing withwith or notification to, any Governmental Entity court or governmental or regulatory authority is required to be made by or with respect to Holdings the Parent or Merger Sub in connection with the execution and delivery of this Agreement by Holdings or Merger Sub agreement or the consummation by Holdings or Merger the Parent and Sub of the transactions contemplated herebyby this agreement, except for (A) in as may be required to comply with the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to Section 2.1(c)(iii) HSR Act and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure filing of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair or delay the ability certificate of Holdings or Merger Sub to consummate the transactions contemplated hereby. (iv) Each of Holdings and Merger Sub holds all Permits which are material merger pursuant to the operation of their respective businesses, taken as a wholeDGCL.

Authority; No Conflicts. (i) Each of Holdings and Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Holdings Merger Sub and Merger Subits sole stockholder. This Agreement has been duly executed and delivered by Holdings and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings and Merger Sub, enforceable against them it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or effecting the rights of creditors generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Except for this Agreement, any other agreement to which Merger Sub is required to become a party pursuant hereto or as otherwise contemplated by this Agreement, Merger Sub is neither a party to nor bound by any agreement, obligation, instrument, permit, franchise, judgment, order or decree. The execution and delivery of this Agreement by Holdings and Merger Sub does not or will not, as the case may beSub, and the consummation by Holdings and Merger Sub of the Merger and the other transactions contemplated hereby will not, conflict with, constitute a default under (with or without the giving of notice of lapse of time, of both) or constitute or result in any Violation of: (A) any provision a violation of or under the Organizational Documents certification of Holdings and incorporation or bylaws of Merger Sub or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, 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 or license binding upon or held by Holdings or Merger Sub or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub or their respective properties or assetsSub. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required by or with respect to Holdings or Merger Sub in connection with the execution and delivery of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub of the transactions contemplated hereby, except for (A) Merger or the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to Section 2.1(c)(iii) and (B) 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 Holdings and performance by Merger Sub or impair or delay of the ability of Holdings or other obligations to be performed by Merger Sub pursuant to consummate the terms of this Agreement and the other transactions contemplated hereby. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (ia) Each of Holdings and Merger Sub TARGET has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining, in the case of this Agreement, the Required Stockholder Approval (as defined in Section 2.22), to consummate the ------------ transactions contemplated by this Agreement and to consummate the transactions contemplated herebyOption Agreement. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Holdings and Merger SubTARGET, subject, in the case of this Agreement, to obtaining the Required Stockholder Approval. This Agreement has and the Option Agreement have been duly executed and delivered by Holdings TARGET and Merger Sub and (assuming constitute the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a legal, valid and binding agreement obligation of Holdings and Merger SubTARGET, enforceable against them in accordance with its their terms. (iib) The Except as set forth in Schedule 2.04 (b), the execution and delivery ----------------- of this Agreement and the Option Agreement by Holdings and Merger Sub does not or will TARGET do not, as the case may be, and the consummation by Holdings and Merger Sub of the Merger and the other transactions contemplated hereby and by the Option Agreement will notnot conflict with, or result in any Violation breach or violation of: , or default under (Awith or without notice or lapse of time, or both), or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien on any asset or property of TARGET or any of its subsidiaries under (i) any provision of the Organizational Documents Articles of Holdings and Merger Sub Organization or By-Laws of TARGET or its subsidiaries , or (Bii) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, 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, note indenture, lease, contract, benefit plan or other agreement, obligationobligation or instrument to which TARGET or any of its subsidiaries is a party or by which TARGET or any of its subsidiaries or the assets or properties of TARGET or any of its subsidiaries is bound except for any such conflict, instrumentviolation, default, right, creation loss, increased, additional, accelerated rights, entitlement or Liens which is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET, or to prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby, or (iii) any permit, concession, franchise or license binding upon or held by Holdings or Merger Sub or any franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings or Merger Sub TARGET, any of its subsidiaries or their respective properties or assets, except for any such breach, conflict, violation, default, right, creation or loss which is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET or to prevent or materially impede, interefere with, hinder or delay the consummation of the transactions contemplated hereby. (iiic) No material Except as set forth in Schedule 2.04 (c), no consent, approval, order ----------------- or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic foreign or supranational, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority ("Governmental Entity Entity"), is required by or with ------------------- respect to Holdings TARGET or Merger Sub any of its subsidiaries in connection with the execution and delivery of this Agreement by Holdings or Merger Sub the Option Agreement or the consummation by Holdings or Merger Sub of the Merger or the other transactions contemplated herebyhereby or by the Option Agreement, except for (Ai) in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR --- Act"), the Securities Act of 1933, as amended (the "Securities Act"), the --- -------------- Securities Exchange Act of 1934, as amended (the "Exchange Act") and state ------------ securities or "blue sky" laws; (ii) the filing of the articles of merger with the Massachusetts Secretary of State and appropriate documents with the relevant authorities of other states in which TARGET is qualified to do business; (iii) in compliance with applicable requirements, if any, of the Nasdaq National Market System; and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to Section 2.1(c)(iii) and (B) such consentsfilings, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make be obtained or obtain would made is not reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect on Holdings and Merger Sub TARGET or impair to prevent or materially impede, interfere with, hinder or delay the ability consummation of Holdings or Merger Sub to consummate the transactions contemplated hereby. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each 10.1.1 Buyer is a corporation duly organized, validly existing and in good standing under the laws of Holdings and Merger Sub its state of incorporation. Buyer has all requisite corporate power and authority to execute enter into this First Amended Agreement and deliver this Agreement the Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution All requisite corporate action required to be taken by Buyer to authorize the execution, delivery and delivery performance of this First Amended Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby have and thereby has been duly authorized by all necessary action on the part of Holdings and Merger Subtaken. This First Amended Agreement has been duly executed and delivered by Holdings Buyer, and Merger Sub the Ancillary Agreements have been duly and (assuming validly executed and delivered by both parties. This First Amended Agreement and the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a Ancillary Agreements constitute, or will constitute, as applicable, valid and binding agreement obligations of Holdings and Merger SubBuyer, enforceable against them Buyer in accordance with its their terms, except to the extent that enforceability of the terms and provisions of this First Amended Agreement and Ancillary Agreements is subject to the effect of applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) 10.1.2 The execution and delivery by Buyer of this First Amended Agreement by Holdings and Merger Sub does not or will the Ancillary Agreements do not, as the case may be, and the consummation by Holdings and Merger Sub Buyer of the transactions contemplated hereby and thereby and compliance by Buyer with the terms hereof, and thereof will not, conflict with, or result in any Violation of: (A) violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or require any consent, authorization, approval or action by or notice to any third party or court or governmental body under any provision of (a) the Organizational Documents certificate of Holdings and Merger Sub incorporation or bylaws of Buyer, (Bb) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Mergernote, 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, notebond, mortgage, bondindenture, indenturedeed of trust, license, lease, benefit plan contract, commitment, agreement or other agreementarrangement to which Buyer is a party, obligationor (c) any material judgment, instrumentorder or decree, permit, concession, franchise or license binding upon or held by Holdings or Merger Sub or any judgment, order, decree, material statute, law, ordinance, rule or regulation applicable to Holdings Buyer or Merger Sub or their respective properties its property or assets. (iii) No material consent, approvalother than any such conflicts, order violations, defaults or authorization ofrights that, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings or Merger Sub in connection with the execution and delivery of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub of the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under individually or in relation to Section 2.1(c)(iii) and (B) such consentsthe aggregate, 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 Holdings and Merger Sub or impair or delay effect the ability of Holdings or Merger Sub Buyer to consummate the transactions contemplated hereby. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i1) Each of Holdings and Merger Sub WAXS has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated herebyhereby and thereby, including the issuance of the shares of WAXS Preferred Stock to be issued as consideration (the "Share Issuance"). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Holdings and Merger SubWAXS. This Agreement has been duly executed and delivered by Holdings WAXS and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings and Merger SubWAXS, enforceable against them it in accordance with its terms. (ii2) The execution and delivery of this Agreement by Holdings and Merger Sub WAXS does not or will not, as the case may be, and the consummation by Holdings and Merger Sub WAXS of the transactions Transaction and the other actions contemplated hereby and thereby will not, conflict with, or result in any a Violation ofpursuant to: (A) any provision of the Organizational Documents Certificate of Holdings and Merger Sub Incorporation or bylaws of WAXS or any Subsidiary of WAXS, or (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, 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 or license binding upon or held by Holdings or Merger Sub or any franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings WAXS or Merger Sub any Subsidiary of WAXS or their respective properties or assets. (iii3) No material Other than as required under the HSR Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings WAXS or Merger Sub any Subsidiary of WAXS in connection with the execution and delivery of this Agreement by Holdings or Merger Sub WAXS or the consummation by Holdings or Merger Sub of the Transaction and the other transactions contemplated herebyhereby and thereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to Section 2.1(c)(iii) and (B) 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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyWAXS. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each Buyer is a corporation duly organized, validly existing and in good standing under the laws of Holdings and Merger Sub the State of Wisconsin. Buyer has all requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Holdings and Merger Subproperly taken. This Agreement has been duly executed and delivered by Holdings Buyer, and Merger Sub the Ancillary Agreements to be executed and (assuming delivered by Buyer will be duly and validly executed and delivered by Buyer. This Agreement and the due authorization and valid execution and delivery of this Agreement by Ancillary Agreements constitute, or will constitute, as the Company) constitutes a case may be, valid and binding agreement obligations of Holdings and Merger SubBuyer, enforceable against them Buyer in accordance with its their terms. (ii) The execution and delivery by Buyer of this Agreement by Holdings and Merger Sub does not or will the Ancillary Agreements do not, as the case may be, and the consummation by Holdings and Merger Sub Buyer of the transactions contemplated hereby and thereby and compliance by Buyer with the terms hereof and thereof will not, conflict with, or result in any Violation of: violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to 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 properties or assets of Buyer under, or require any consent, authorization or approval under any provision of (A) any provision the certificate of the Organizational Documents incorporation or by-laws of Holdings and Merger Sub or Buyer, (B) except for such Violations as would not reasonably be expected to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Mergernote, 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, notebond, mortgage, bondindenture, indenturedeed of trust, license, lease, benefit plan contract, commitment, agreement or other agreementarrangement to which Buyer is a party or by which any of its properties or assets are bound, obligationor (C) any material judgment, instrumentorder or decree, permit, concession, franchise or license binding upon or held by Holdings or Merger Sub or any judgment, order, decree, material statute, law, ordinance, rule or regulation applicable to Holdings Buyer or Merger Sub or their respective properties its property or assets. (iii) No material , other than any such consent, approval, order authorization or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings or Merger Sub in connection with the execution and delivery of this Agreement by Holdings or Merger Sub or the consummation by Holdings or Merger Sub of the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings approval required under or in relation to Section 2.1(c)(iii) and (B) 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 Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyHSR Act. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.

Authority; No Conflicts. (i) Each of Holdings and Merger Sub MCI WorldCom has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case of the approval of this Agreement and the MCI WorldCom Stock Issuance to obtaining the Required MCI WorldCom Vote. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Holdings MCI WorldCom, subject to the approval of this Agreement and Merger Subthe MCI WorldCom Stock Issuance by the Required MCI WorldCom Vote. This Agreement has been duly executed and delivered by Holdings MCI WorldCom and Merger Sub and (assuming the due authorization and valid execution and delivery of this Agreement by the Company) constitutes a valid and binding agreement of Holdings and Merger SubMCI WorldCom, enforceable against them it in accordance with its terms. (ii) The execution and delivery of this Agreement by Holdings and Merger Sub does do not or will not, as the case may be, and the consummation by Holdings and Merger Sub of the Merger and the other transactions contemplated hereby will not, subject to the approval of this Agreement and the MCI WorldCom Stock Issuance by the Required MCI WorldCom Vote, conflict with, or result in any in, a Violation ofpursuant to: (A) any provision of the Organizational Documents articles of Holdings and Merger Sub incorporation or by-laws of MCI WorldCom or the governing documents of any Subsidiary of MCI WorldCom, or (B) except for such Violations as would is not reasonably be expected likely, individually or in the aggregate, to have a Material Adverse Effect on Holdings and Merger Sub or impair the ability of Holdings or Merger Sub to perform their material obligations under this Agreement or delay in any material respect or prevent the consummation of the Merger, MCI WorldCom 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 or license binding upon or held by Holdings or Merger Sub or any franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holdings MCI WorldCom or Merger Sub any Subsidiary of MCI WorldCom or their respective properties or assets. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Holdings MCI WorldCom or Merger Sub any Subsidiary of MCI WorldCom in connection with the execution and delivery of this Agreement by Holdings or Merger Sub MCI WorldCom or the consummation by Holdings or Merger Sub of the Merger and the other transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings those required under or in relation to Section 2.1(c)(iiithe rules and regulations of Nasdaq, (B) the Required Consents and (BC) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would is not reasonably be expected likely, individually or in the aggregate, to have a Material Adverse Effect on Holdings and Merger Sub or impair or delay the ability of Holdings or Merger Sub to consummate the transactions contemplated herebyMCI WorldCom. (iv) Each of Holdings and Merger Sub holds all Permits which are material to the operation of their respective businesses, taken as a whole.