Common use of Authority; No Conflicts Clause in Contracts

Authority; No Conflicts. (i) Conexant has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The execution and delivery of this Agreement and the Reorganization Agreements by Conexant and the consummation by Conexant of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Conexant, subject to further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreement. This Agreement and the Distribution Agreement have been, and the other Reorganization Agreements will be, duly executed and delivered by Conexant and, assuming the due authorization and valid execution and delivery of this Agreement by Alpha, constitute or will constitute valid and binding agreements of Conexant, enforceable against Conexant in accordance with 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) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington of this Agreement and the Distribution Agreement do not, the execution and delivery by Conexant and Washington of the other Reorganization Agreements will not, and the consummation by Conexant and Washington of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational documents of Conexant, Washington or any Washington Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business or, to the Knowledge of Conexant, the Combined Company and its Subsidiaries following the Merger, subject to obtaining or making the Conexant Necessary Consents (as defined in paragraph (iv) below), (I) any Contract included in the Washington Assets or by which any of the properties or assets included in the Washington Assets is bound, or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any of the Washington Companies or the properties or assets included in the Washington Assets. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant or any Subsidiary of Conexant in connection with the execution and delivery of this Agreement and the Reorganization Agreements by Conexant or Washington or the consummation by Conexant or Washington of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaq, (G) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Necessary Consents". (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.

Authority; No Conflicts. (i) Conexant MVT Holding has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which MVT Holding is contemplated thereby to be a party and to consummate the transactions contemplated herebyTransactions, subject to further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementAdditional Required Approvals. The execution and delivery of this Agreement and the Reorganization Transaction Agreements with respect to which MVT Holding is contemplated thereby to be a party by Conexant MVT Holding and the consummation by Conexant MVT Holding of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of ConexantMVT Holding, subject to further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementAdditional Required Approvals. This Agreement and the Distribution Agreement have has been, and the other Reorganization Transaction Agreements with respect to which MVT Holding is contemplated thereby to be a party will be, duly executed and delivered by Conexant MVT Holding and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreement with respect to which MVT Holding is contemplated thereby to be a party by Alphathe other parties hereto and thereto (other than MI Corp., constitute Merger Sub and MVT Corp.), as applicable, constitutes or will constitute a valid and binding agreements agreement of ConexantMVT Holding, enforceable against Conexant MVT Holding in accordance with 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). After the MI Effective Time, no approval of holders of MVT Holding capital stock will be required to effect the Transactions. (ii) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington of this Agreement and the Distribution Agreement do MVT Holding does not, the execution and delivery by Conexant and Washington MVT Holding of the other Reorganization Transaction Agreements with respect to which MVT Holding is contemplated thereby to be a party will not, and the consummation by Conexant and Washington of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby Transactions will not result in a Violation pursuant tounder: (A) any provision of the certificate of incorporation or by-laws or similar organizational documents of Conexant, Washington or any Washington Significant Subsidiary MVT Holding or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business or, to the Knowledge of Conexant, the Combined Company and its Subsidiaries following the MergerMVT Corp., subject to obtaining or making the Conexant MVT Holding Necessary Consents (as defined in paragraph (iv) below)Consents, (I) any Contract included in the Washington Assets or by which any of the properties or assets included in the Washington Assets is bound, or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any of the Washington Companies or the properties or assets included in the Washington AssetsMVT Holding. (iviii) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Conexant or any Subsidiary of Conexant MVT Holding in connection with the execution and delivery of this Agreement and the Reorganization Transaction Agreements with respect to which MVT Holding is contemplated thereby to be a party by Conexant or Washington MVT Holding or the consummation by Conexant or Washington MVT Holding of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and therebyTransactions, except for those required under or in relation to (A) the HSR Act, (B) state securities or "“blue sky" laws” laws or regulations, (C) the Securities Act, (D) the Exchange Act, (E) filings under the DGCL with respect WBCL and the WLLCL to effect the filing transactions contemplated by Section 2.01 of the Certificate Separation Agreement and Article III of Merger with the Delaware Secretarythis Agreement, (F) the rules and regulations of Nasdaqthe NYSE and, if different, such national securities exchange designated by MVT Holding and Investor pursuant to Section 6.15, (G) applicable state or federal banking laws or regulations, (H) applicable state or federal laws or regulations, and the rules and regulations of the NASD or any other applicable regulatory authority (including the NASD), regulating broker dealers, investment advisors and insurance companies, (I) obtaining the MI Transaction Approval and the Additional Required Approvals, (J) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (IK) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. MVT Corp. Consents, waivers, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (HJ) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant “MVT Holding Necessary Consents". (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.”

Authority; No Conflicts. (i) Conexant Spinco has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated herebyhereby and thereby, subject to further action by Xxxxxxx-Xxxxxx as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and Xxxxxxx-Xxxxxx, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Conexant Spinco to establish the Record Date record date and payment date for the Distribution Date (each as defined in the Distribution Agreement) Spinco Dividend and provided that the effectiveness of the declaration of the Distribution Spinco Dividend by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementSpinco. The execution and delivery of this Agreement and the Reorganization Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Conexant Spinco and the consummation by Conexant Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Conexant, subject to further action Spinco. No approval of the Board of Directors of Conexant to establish the Record Date and Spinco’s stockholders after the Distribution Date and provided that will be required to effect the effectiveness of the declaration of the Distribution transactions contemplated by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution this Agreement. This Agreement and the Distribution Agreement have has been, and the other Reorganization Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Conexant Spinco and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Alphathe other parties hereto and thereto, as applicable (other than Xxxxxxx-Xxxxxx), constitute or will constitute valid and binding agreements of ConexantSpinco, enforceable against Conexant Spinco in accordance with 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) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington Spinco of this Agreement and the Distribution Agreement do does not, the execution and delivery by Conexant and Washington Spinco of the other Reorganization Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Conexant and Washington Spinco of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation pursuant to(with or without notice or lapse of time, or both) under: (A) any provision of the certificate Certificate of incorporation Incorporation or byBy-laws or similar organizational documents of Conexant, Washington Spinco or any Washington Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business or, to the Knowledge of Conexant, the Combined Company and its Subsidiaries following the MergerSpinco, subject to obtaining or making the Conexant Spinco Necessary Consents (as defined in paragraph (iv) below)Consents, (I1) any Contract included in the Washington Assets to which Spinco or any of its Subsidiaries is a party or by which any of the them or any of their respective properties or assets included in the Washington Assets is bound, bound or (II2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of the Washington Companies Spinco or the their respective properties or assets included assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the Washington Assetsbest interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Conexant Spinco or any Subsidiary of Conexant Spinco in connection with the execution and delivery by Spinco of this Agreement and the Reorganization Transaction Agreements by Conexant or Washington with respect to which Spinco is contemplated thereby to be a party or the consummation by Conexant or Washington Spinco of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (BC) state securities or "“blue sky" ” laws, (CD) the Securities Act, (DE) the Exchange Act, (EF) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (FG) the rules and regulations of Nasdaqthe NYSE, (GH) antitrust or other competition laws of other jurisdictions, (HI) the further action of the Board of Directors of Conexant Xxxxxxx-Xxxxxx to establish the Xxxxxxx-Xxxxxx Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant Xxxxxxx-Xxxxxx (which is subject to the satisfaction of the conditions set forth in the Distribution Separation Agreement) ), further action of the Board of Directors of Spinco and Xxxxxxx-Xxxxxx, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (IJ) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington BusinessSpinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (HI) or set forth in Section 5.2(c)(iv5.3(c)(iv) of the Conexant Spinco Disclosure Schedule are hereinafter referred to as the "Conexant “Spinco Necessary Consents"”. (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.

Authority; No Conflicts. (i) Conexant Time Warner has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and to consummate the transactions contemplated herebyhereby and thereby, subject to further action in the case of the Board consummation of Directors the Time Warner Merger to the adoption of Conexant to establish this Agreement by the Record Date and the Distribution Date Required Time Warner Vote (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementSection 4.2(g)). The execution and delivery of this Agreement and the Reorganization Stock Option Agreements by Conexant and the consummation by Conexant of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ConexantTime Warner and no other corporate proceedings on the part of Time Warner are necessary to authorize the execution and delivery of the Agreement or to consummate the Time Warner Merger and the other transactions contemplated hereby, subject to further action in the case of the Board of Directors of Conexant to establish the Record Date and the Distribution Date and provided that the effectiveness consummation of the declaration Time Warner Merger to the adoption of the Distribution this Agreement by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementRequired Time Warner Vote. This Agreement and the Distribution Agreement Stock Option Agreements have been, and the other Reorganization Agreements will be, been duly executed and delivered by Conexant and, assuming the due authorization Time Warner and valid execution and delivery of this Agreement by Alpha, constitute or will constitute valid and binding agreements of ConexantTime Warner, enforceable against Conexant Time Warner in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation Stock Option Agreements by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington of this Agreement and the Distribution Agreement Time Warner do not, the execution and delivery by Conexant and Washington of the other Reorganization Agreements will not, and the consummation by Conexant and Washington Time Warner of the Contribution, the Distribution, the Time Warner Merger and the other transactions contemplated hereby and thereby will not not, conflict with, or result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws or similar organizational documents document of Conexant, Washington Time Warner or any Washington Significant Subsidiary of Time Warner (including the TWE Partnership Agreement) or (B) except (1) as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Time Warner or (2) would not prevent or materially delay the Washington Business or, to consummation of the Knowledge of Conexant, the Combined Company and its Subsidiaries following the MergerMergers, subject to obtaining or making the Conexant Necessary Consents (as defined consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iviii) below), below or (I3) any Contract included set forth in the Washington Assets or by which any Section 4.2(c)(ii) of the properties Time Warner Disclosure Schedule and except with respect to employee stock options and other awards, any loan or assets included in the Washington Assets is boundcredit agreement, note, mortgage, bond, indenture, lease, benefit plan or (II) any other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Time Warner or any Subsidiary of the Washington Companies Time Warner or the their respective properties or assets included in the Washington Assetsassets. (iviii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant Time Warner or any Subsidiary of Conexant Time Warner in connection with the execution and delivery of this Agreement and the Reorganization Stock Option Agreements by Conexant or Washington Time Warner or the consummation by Conexant or Washington of the Contribution, the Distribution and the Time Warner Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules Necessary Consents and regulations of Nasdaq, (G) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Necessary Consents"Time Warner. (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.

Authority; No Conflicts. (i) Conexant Monsanto has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to further action in the case of the Board consummation of Directors the Merger to the adoption of Conexant to establish this Agreement by the Record Date and the Distribution Date Required Monsanto Vote (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementSection 3.2(g)). The execution and delivery of this Agreement and the Reorganization Agreements by Conexant and the consummation by Conexant of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ConexantMonsanto, subject to further action in the case of the Board of Directors of Conexant to establish the Record Date and the Distribution Date and provided that the effectiveness consummation of the declaration Merger to the adoption of the Distribution this Agreement by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementRequired Monsanto Vote. This Agreement and the Distribution Agreement have been, and the other Reorganization Agreements will be, has been duly executed and delivered by Conexant and, assuming the due authorization Monsanto and valid execution and delivery of this Agreement by Alpha, constitute or will constitute constitutes a valid and binding agreements agreement of ConexantMonsanto, enforceable against Conexant it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. ConexantMonsanto does not or will not, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability case may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington of this Agreement and the Distribution Agreement do not, the execution and delivery by Conexant and Washington of the other Reorganization Agreements will notbe, and the consummation by Conexant and Washington Monsanto of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not not, conflict with, or result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational documents of ConexantMonsanto, Washington or any Washington Significant material Subsidiary of Monsanto or, to the knowledge of Monsanto, any of its Majority Owned Affiliates or (B) except as, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect on the Washington Business Monsanto or, to the Knowledge knowledge of ConexantMonsanto, the Combined Company and its Subsidiaries Newco following the Merger, subject to obtaining or making the Conexant Necessary Consents (as defined consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iviii) below), (I) any Contract included in the Washington Assets loan or by which any of the properties credit agreement, note, mortgage, bond, indenture, lease, benefit plan or assets included in the Washington Assets is boundother agreement, or (II) any obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Monsanto, any Subsidiary of Monsanto or, to the knowledge of Monsanto, any of the Washington Companies its Majority Owned Affiliates or the their respective properties or assets included in the Washington Assetsassets. (iviii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant Monsanto or any Subsidiary of Conexant Monsanto in connection with the execution and delivery of this Agreement and the Reorganization Agreements by Conexant or Washington Monsanto or the consummation by Conexant or Washington of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules Necessary Consents and regulations of Nasdaq, (G) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, obtain would not reasonably be expected to have a Material Adverse Effect on the Washington Business. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Necessary Consents"Monsanto. (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.

Authority; No Conflicts. (i) Conexant MVT Corp. has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which MVT Corp. is contemplated thereby to be a party and to consummate the transactions contemplated herebyTransactions, subject to further action of the Board of Directors of Conexant to establish the Record Date MI Transaction Approval and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementAdditional Required Approvals. The execution and delivery of this Agreement and the Reorganization Transaction Agreements with respect to which MVT Corp. is contemplated thereby to be a party by Conexant MVT Corp. and the consummation by Conexant MVT Corp. of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of ConexantMVT Corp., subject to further action of the Board of Directors of Conexant to establish the Record Date MI Transaction Approval and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementAdditional Required Approvals. This Agreement and the Distribution Agreement have has been, and the other Reorganization Transaction Agreements with respect to which MVT Corp. is contemplated thereby to be a party will be, duly executed and delivered by Conexant MVT Corp. and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which MVT Corp. is contemplated thereby to be a party by Alphathe other parties hereto and thereto, as applicable (other than MI Corp., Merger Sub and MVT Holding), constitute or will constitute valid and binding agreements of ConexantMVT Corp., enforceable against Conexant MVT Corp. in accordance with 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) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington MVT Corp. of this Agreement and the Distribution Agreement do does not, the execution and delivery by Conexant and Washington MVT Corp. of the other Reorganization Transaction Agreements with respect to which MVT Corp. is contemplated thereby to be a party will not, and the consummation by Conexant and Washington MVT Corp. of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby Transactions will not result in a Violation pursuant to(with or without notice or lapse of time, or both) under: (A) any provision of the certificate articles of incorporation or by-laws or similar organizational documents of Conexant, Washington MVT Corp. or any Washington Significant Subsidiary of MVT Corp. or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business or, to the Knowledge of Conexant, the Combined Company and its Subsidiaries following the MergerMVT Corp., subject to obtaining or making the Conexant MVT Necessary Consents (as defined in paragraph (iv) below)Consents, (I1) any Contract included in the Washington Assets to which MVT Corp. or any of its Subsidiaries is a party or by which any of the them or any of their respective properties or assets included in the Washington Assets is bound, bound or (II2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to MVT Corp. or any Subsidiary of the Washington Companies MVT Corp. or the their respective properties or assets included assets. (iii) The Board of Directors of MVT Corp., by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way has duly (A) determined that this Agreement, the Transactions and the Transaction Agreements with respect to which MVT Corp. is contemplated thereby to be a party are advisable and in the Washington Assetsbest interests of MVT Corp. and its shareholder and (B) approved this Agreement, the Transactions contemplated hereby and by the Transaction Agreements. (iv) No consent, approval, waiver, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Conexant MVT Corp. or any Subsidiary of Conexant MVT Corp. in connection with the execution and delivery by MVT Corp. of this Agreement and the Reorganization Transaction Agreements by Conexant or Washington with respect to which MVT Corp. is contemplated thereby to be a party or the consummation by Conexant or Washington MVT Corp. of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and therebyTransactions, except for those required under or in relation to (A) the HSR Act, (B) state securities or "“blue sky" laws” laws or regulations, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaqthe NYSE and, if different, such national securities exchange designated by MVT Holding and Investor pursuant to Section 6.15, (GF) antitrust or other competition laws of other jurisdictions, (G) applicable state or federal laws or regulations and the rules and regulations of the NASD or any other applicable regulatory authority regulating broker dealers, investment advisors and insurance companies, (H) applicable state or federal banking laws or regulations, (I) obtaining the further action of the Board of Directors of Conexant to establish the Record Date MI Transaction Approval and the Distribution DateAdditional Required Approvals, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (IJ) such consents, approvals, waivers, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. MVT Corp. Consents, waivers, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (HI) or set forth in Section 5.2(c)(iv4.3(c)(iv) of the Conexant MVT Disclosure Schedule are hereinafter referred to as the "Conexant “MVT Necessary Consents". (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.”

Authority; No Conflicts. (i) Conexant has Western and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to further action subject, in the case of the Board of Directors of Conexant to establish the Record Date and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness consummation of the declaration of the Distribution by the Board of Directors of Conexant is subject Merger, to the satisfaction of the conditions set forth in the Distribution AgreementWestern Stockholder Approval. The execution and delivery of this Agreement and the Reorganization Agreements by Conexant and the consummation by Conexant of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Western and Merger Sub and no other corporate proceedings on the part of Western 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, subject in the case of the shares of Western common stock to be issued upon consummation of the Merger, to the Western Stockholder Approval. This Agreement has been duly executed and delivered by Western and Merger Sub and constitutes a valid and binding agreement of Western and Merger Sub, enforceable against each of Western and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Western has all requisite corporate power and authority to enter into the Stock Option Agreements and to consummate the transactions contemplated thereby. The execution and delivery of the Stock Option Agreements and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Conexant, subject Western and no other corporate proceedings on the part of Western are necessary to further action authorize the execution and delivery of the Board of Directors of Conexant Stock Option Agreements or to establish consummate the Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreementtransactions contemplated thereby. This Agreement and the Distribution Agreement The Stock Option Agreements have been, and the other Reorganization Agreements will be, been duly executed and delivered by Conexant and, assuming the due authorization Western and valid execution and delivery of this Agreement by Alpha, constitute or will constitute each constitutes a valid and binding agreements agreement of ConexantWestern, enforceable against Conexant it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington Western and Merger Sub and the consummation Stock Option Agreements by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington of this Agreement and the Distribution Agreement Western do not, the execution and delivery by Conexant and Washington of the other Reorganization Agreements will not, and the consummation by Conexant Western and Washington Merger Sub of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien, charge, "put" or "call" right or other encumbrance on, or the loss of, any assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation --------- or by-laws bylaws or similar organizational documents document of ConexantWestern, Washington Merger Sub or any Washington Significant Subsidiary of Western, or (B) except as, as (1) individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Western or Merger Sub or (2) would not prevent or materially delay the Washington Business or, to the Knowledge consummation of Conexant, the Combined Company and its Subsidiaries following the Merger, subject to obtaining or making the Conexant Necessary Consents (as defined consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iviii) below), (I) and except with respect to employee stock options and other awards, any Contract included in the Washington Assets loan or by which any of the properties credit agreement, note, mortgage, bond, indenture, lease, benefit plan or assets included in the Washington Assets is boundother agreement, or (II) any obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Western, Merger Sub or any Subsidiary of the Washington Companies Western or the their respective properties or assets included in the Washington Assetsassets. (iviii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi- governmental or private body exercising any regulatory, taxing, importing or other Person governmental or quasi-governmental authority (a "Governmental Entity") or ------------------- any other Person, is required by or with respect to Conexant Western, Merger Sub or any Subsidiary of Conexant Western in connection with the execution and delivery of this Agreement by Western or Merger Sub and the Reorganization Stock Option Agreements by Conexant or Washington Western, as applicable, or the consummation by Conexant or Washington Western and Merger Sub of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or ------- "blue sky" lawslaws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as ------------- amended (the "Securities Act"), (D) the Securities Exchange Act of 1934, as -------------- amended (the "Exchange Act"), (E) the DGCL with respect to the filing of the ------------ Certificate of Merger with the Delaware SecretaryMerger, (F) the rules and regulations of Nasdaqthe NASDAQ, (G) antitrust or other competition laws of other jurisdictions, jurisdictions and (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington BusinessWestern. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (HG) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Necessary Consents". (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.------------------

Authority; No Conflicts. (ia) Conexant Each of the Parent and the Merger Sub has all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement, and the Ancillary Agreements to which it is a party executed and delivered by Parent and Merger Sub as contemplated hereby, subject to further action and the consummation of the Board transactions contemplated hereby and thereby, have been duly authorized by the board of Directors directors of Conexant Parent and Merger Sub and no other corporate or stockholder action on the part of Parent or Merger Sub or their respective stockholders is necessary to establish authorize the Record Date execution, delivery and performance of this Agreement and the Distribution Date (each as defined in Ancillary Agreements to which it is a party and the Distribution Agreement) and provided that the effectiveness consummation of the declaration of transactions contemplated hereby and thereby. This Agreement and the Distribution Ancillary Agreements to be executed and delivered by Parent and Merger Sub as contemplated hereby, when delivered in accordance with the Board of Directors of Conexant is subject to terms hereof, assuming the satisfaction of the conditions set forth in the Distribution Agreement. The due execution and delivery of this Agreement and each other Ancillary Agreements to which it is a party by the Reorganization Agreements by Conexant other parties hereto and the consummation by Conexant of the transactions contemplated hereby and thereby thereto, shall have been duly authorized by all necessary corporate action on the part of Conexant, subject to further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreement. This Agreement and the Distribution Agreement have been, and the other Reorganization Agreements will be, duly executed and delivered by Conexant and, assuming the due authorization Parent and valid execution Merger Sub and delivery of this Agreement by Alpha, constitute or will constitute shall be valid and binding agreements obligations of ConexantParent and Merger Sub, enforceable against Conexant in accordance with their respective terms, except as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally 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)equitable principles. (iib) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington Parent and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington of this Agreement and the Distribution Agreement Sub do not, the execution and delivery by Conexant Parent and Washington Merger Sub of the other Reorganization Ancillary Agreements to which it is a party to be executed and delivered by the parties thereto as contemplated hereby will not, and the consummation by Conexant Parent and Washington Merger Sub of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation pursuant to: violation or breach of, conflict with, constitute (Awith or without due notice or lapse of time or both) a default (or give rise to any provision right of the certificate of incorporation termination, cancellation, payment or by-laws acceleration) under, or similar organizational documents of Conexant, Washington or any Washington Significant Subsidiary or (B) except as, individually or result in the aggregate, would not reasonably be expected to have a Material Adverse Effect creation of any Lien on the Washington Business or, to the Knowledge of Conexant, the Combined Company and its Subsidiaries following the Merger, subject to obtaining or making the Conexant Necessary Consents (as defined in paragraph (iv) below), (I) any Contract included in the Washington Assets or by which any of the properties or assets included in the Washington Assets is bound, of Parent or Merger Sub under: (IIi) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule provision of the organizational documents of Parent or regulation applicable Merger Sub; (ii) subject to obtaining and making any of the Washington Companies approvals, consents, notices and filings referred to in Section 4.3, any Law or the Order applicable to Parent or Merger Sub or by which any of its respective properties or assets included in may be bound; (iii) any of the Washington Assetsterms, conditions or provisions of any contract to which Parent or Merger Sub is a party. (ivc) No consentSubject to obtaining and making any of the approvals, approvalconsents, order notices and filings referred to in Section 4.3, there is no private or authorization ofgovernmental action, suit, proceeding, inquiry, claim, charge, arbitration, investigation or registrationany administrative or other proceeding pending before, declaration against or filing with, by any Governmental Entity or any other Person is required Person, or, to the knowledge of Parent, threatened in writing, against Parent or Merger Sub that would materially and adversely affect Parent’s or Merger Sub’s ability to consummate any of the transactions contemplated by this Agreement. To Parent’s knowledge, subject to obtaining and making any of the approvals, consents, notices and filings referred to in Section 4.3, as of the date of this Agreement, no investigation or review by any Governmental Entity with respect to Conexant Parent, Merger Sub or any Subsidiary other Affiliate of Conexant in connection with the execution and delivery of this Agreement and the Reorganization Agreements by Conexant Parent is pending or Washington threatened, other than any investigation or the consummation by Conexant or Washington of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaq, (G) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, review that would not reasonably be expected materially and adversely affect Parent’s or Merger Sub’s ability to have a Material Adverse Effect on the Washington Business. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to consummate any of the foregoing clauses (A) through (H) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Necessary Consents". (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated herebyAgreement.

Authority; No Conflicts. (ia) Conexant has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The execution and delivery of this Agreement and, subject to receipt of the Requisite Shareholder Approval of the issuance of the Purchased Stock, the Charter Amendment and the Reorganization Agreements by Conexant Investment Advisory Agreement, the execution and delivery of the Transaction Agreements, consummation by Conexant of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of the Company, including, without limitation, corporate action of the Company required to be taken by the Company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). No corporate or shareholder proceedings on the part of Conexant, subject the Company are necessary to further action of approve the Board of Directors of Conexant to establish the Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreement. This Agreement and the Distribution Agreement have been, and the other Reorganization Agreements will be, duly executed and delivered by Conexant and, assuming the due authorization and valid execution and delivery of this Agreement and, except for obtaining the Requisite Shareholder Approval of the issuance of the Purchased Stock, the Charter Amendment and the Investment Advisory Agreement, no corporate or shareholder proceedings on the part of the Company are necessary to approve the execution and delivery of the other Transaction Agreements to which the Company is a party or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and the other Transaction Agreements when executed and delivered will be, duly and validly executed and delivered by Alphathe Company and (assuming due authorization, execution and delivery by the Purchaser) constitute or (or, in the case of the other Transaction Agreements, will constitute when executed and delivered) valid and binding agreements obligations of Conexantthe Company, enforceable against Conexant the Company in accordance with their respective terms, except as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or laws affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)creditors’ rights and remedies generally. (iib) Washington has all requisite corporate power The issuance and authority sale of the Purchased Stock pursuant to enter into this Agreement is not and will not be subject to consummate any preemptive rights, rights of first refusal, subscription or similar rights, other than as provided in this Agreement or the transactions contemplated herebyother Transaction Agreements. The Purchased Stock, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and upon delivery to the Purchaser will be free and clear of all Liens other than as provided in the Transaction Agreements. (c) The execution and delivery of this Agreement does not, and, subject to obtaining the Requisite Shareholder Approval, the execution and delivery of the other Transaction Agreements by Washington the Company and the consummation by Washington the Company of the transactions contemplated hereby have been duly authorized or thereby, or the compliance by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance Company with its 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 and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington of this Agreement and the Distribution Agreement do not, the execution and delivery by Conexant and Washington any of the other Reorganization Agreements will notterms or provisions hereof or thereof, and the consummation by Conexant and Washington of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation pursuant to: (Ai) violate any provision of the certificate Company Charter or bylaws of incorporation the Company or by-laws or similar organizational documents of Conexant, Washington or any Washington Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business or, to the Knowledge of Conexant, the Combined Company and its Subsidiaries following the Merger, subject to obtaining or making the Conexant Necessary Consents (as defined in paragraph (iv) below), (I) any Contract included in the Washington Assets or by which any of the properties or assets included in the Washington Assets is bound, or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to similar governing documents of any of its Subsidiaries (except to the Washington Companies or extent that the properties or assets included in issuance of the Washington Assets. (iv) No consent, approval, order or authorization of, or registration, declaration or Purchased Stock shall require the filing with, any Governmental Entity or any other Person is required by or with respect to Conexant or any Subsidiary of Conexant in connection with the execution and delivery Secretary of this Agreement and the Reorganization Agreements by Conexant or Washington or the consummation by Conexant or Washington State of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing State of Delaware of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaq, (G) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (HCharter Amendment) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Necessary Consents". (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement assuming that the consents and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.approvals referred to in

Authority; No Conflicts. (i) Conexant has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to further action subject, in the case of the Board consummation of Directors the Merger, to the approval of the issuance of Conexant to establish the Record Date and the Distribution Date (each as defined Common Stock in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution Merger pursuant to this Agreement by the Board of Directors of Required Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementVote. The execution and delivery of this Agreement and the Reorganization Agreements by Conexant and the consummation by Conexant of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Conexant, subject to further action subject, in the case of the Board consummation of Directors the Merger, to the approval of the issuance of Conexant Common Stock in the Merger pursuant to establish the Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution this Agreement by the Board of Directors of Required Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementVote. This Agreement and the Distribution Agreement have been, and the other Reorganization Agreements will be, has been duly executed and delivered by Conexant and, assuming the due authorization and valid execution and delivery of this Agreement by AlphaGlobespanVirata, constitute or will constitute constitutes a valid and binding agreements agreement of Conexant, enforceable against Conexant in accordance with their respective its 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) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington of this Agreement and the Distribution Agreement do not, the execution and delivery by Conexant and Washington of the other Reorganization Agreements will does not, and the consummation by Conexant and Washington of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational documents document of Conexant, Washington Conexant or any Washington Significant Subsidiary of Conexant or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business Conexant and its Subsidiaries or, to the Knowledge of Conexant, the Combined Company on Conexant and its Subsidiaries following the Merger, subject to obtaining or making the Conexant Necessary Consents (as defined in paragraph (iv) below)Consents, (I) any Contract included in the Washington Assets to which Conexant or any of its Subsidiaries is a party or by which any of the them or any of their respective properties or assets included in the Washington Assets is bound, or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conexant or any Subsidiary of the Washington Companies Conexant or the their respective properties or assets included in the Washington Assetsassets. (iviii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant or any Subsidiary of Conexant in connection with the execution and delivery of this Agreement and the Reorganization Agreements by Conexant or Washington or the consummation by Conexant or Washington of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaq, including with respect to authorization for inclusion of the shares of Conexant Common Stock to be issued in the Merger and the transaction contemplated hereby on the Nasdaq National Market System, subject to official notice of issuance, (G) antitrust or other competition laws of other jurisdictions, and (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington BusinessConexant and its Subsidiaries. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (HG) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Necessary Consents". (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.

Authority; No Conflicts. (ia) Conexant has SPSS Inc. and SPSS have all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and the other documents and agreements attached as exhibits hereto to be entered into by them (the Agreement, together with all such other documents and agreements, collectively, the "SPSS TRANSACTION DOCUMENTS") and to consummate the transactions contemplated hereby, subject to further action of the Board of Directors of Conexant to establish the Record Date hereby and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreementthereby. The execution and delivery of this Agreement and the Reorganization Agreements by Conexant SPSS Transaction Documents and the consummation by Conexant of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Conexant, subject to further action SPSS Inc. and SPSS. No approval or consent of the Board stockholders of Directors of Conexant SPSS Inc. or SPSS is required with respect to establish the Record Date and the Distribution Date and provided that the effectiveness consummation of the declaration of the Distribution transactions contemplated by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution this Agreement. This Agreement and the Distribution Agreement The SPSS Transaction Documents have been, and the other Reorganization Agreements been or will be, be duly executed and delivered by Conexant and, assuming the due authorization SPSS Inc. and valid execution SPSS and delivery of this Agreement by Alpha, constitute or will constitute the valid and binding agreements of ConexantSPSS Inc. and SPSS, enforceable against Conexant it in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting the rights of creditors generally or by general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation by Washington Except as set forth in Section 4.3 of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved SPSS Inc. and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington of this Agreement and the Distribution Agreement do notSPSS Disclosure Schedule, the execution and delivery by Conexant SPSS Inc. and Washington SPSS of the other Reorganization Agreements will notSPSS Transaction Documents, and the consummation by Conexant SPSS Inc. and Washington SPSS of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby thereby, will not not: (i) violate or conflict with SPSS Inc.'s and SPSS' respective certificates of incorporation or bylaws; (ii) conflict with, result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational documents of Conexantbreach of, Washington or any Washington Significant Subsidiary or (B) except asconstitute a default under, individually or result in the aggregateacceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any contract, lease, sublease, license, franchise, permit, indenture, agreement, mortgage relating to borrowed money, instrument of indebtedness, or other obligation to which SPSS Inc. or SPSS is a party or by which they are bound or subject that would not reasonably be expected to impair substantially such Shareholder's ability to consummate the transactions contemplated by this Agreement; (iii) constitute a violation of any law, statute, rule or regulation to which SPSS Inc. or SPSS is subject; or (iv) have a Material Adverse Effect on upon SPSS or the Washington Business or, to the Knowledge of Conexant, the Combined Company and its Subsidiaries following the Merger, subject to obtaining or making the Conexant Necessary Consents shares in SPSS Inc. (c) Except as defined set forth in paragraph (iv) below), (I) any Contract included in the Washington Assets or by which any Section 4.3 of the properties or assets included in the Washington Assets is boundSPSS Inc. and SPSS Disclosure Schedule, or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any of the Washington Companies or the properties or assets included in the Washington Assets. (iv) No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person Person, is required by or with respect to Conexant or any Subsidiary of Conexant in connection with the execution and delivery by SPSS Inc. and SPSS of this Agreement and the Reorganization Agreements by Conexant or Washington SPSS Transaction Documents or the consummation performance by Conexant or Washington SPSS Inc. and SPSS of the Contribution, the Distribution obligations to be performed by SPSS Inc. and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect SPSS pursuant to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaq, (G) antitrust terms hereof or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Necessary Consents"thereof. (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.

Authority; No Conflicts. (i) Conexant ACCO has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The execution and delivery of this Agreement and the Reorganization other Transaction Agreements to which ACCO is a party by Conexant ACCO and the consummation by Conexant ACCO of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ConexantACCO. The majority stockholder of ACCO has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby, subject such approval being the only approval of stockholders of ACCO necessary to further action adopt this Agreement. No approval of the Board of Directors of Conexant to establish the Record Date and ACCO's stockholders after the Distribution Date and provided that will be required to effect the effectiveness of the declaration of the Distribution transactions contemplated by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution this Agreement. This Agreement and the Distribution Agreement have has been, and the other Reorganization Transaction Agreements to which ACCO is a party will be, duly executed and delivered by Conexant ACCO and, assuming the due authorization and valid execution and delivery of this Agreement and the other Transaction Agreements to which ACCO is a party by Alphathe other parties hereto and thereto, as applicable, constitute or will constitute valid and binding agreements of ConexantACCO, enforceable against Conexant ACCO in accordance with 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) Washington Acquisition Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington Acquisition Sub and the consummation by Washington Acquisition Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of WashingtonAcquisition Sub. ConexantACCO, as the sole stockholder of WashingtonAcquisition Sub, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington Acquisition Sub and, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding agreement of WashingtonAcquisition Sub, enforceable against Washington Acquisition Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington ACCO of this Agreement and the Distribution Agreement do does not, the execution and delivery by Conexant and Washington ACCO of the other Reorganization Transaction Agreements to which ACCO is a party will not, and the consummation by Conexant and Washington ACCO of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational documents of ConexantACCO, Washington or any Washington ACCO Significant Subsidiary or Acquisition Sub or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ACCO as of the Washington Business date hereof or, to the Knowledge of ConexantACCO, the Combined Company and its Subsidiaries following after giving effect to the Merger, subject to obtaining or making the Conexant ACCO Necessary Consents (as defined in paragraph (ivvi) below), (I) any Contract included in the Washington Assets to which ACCO or any of its Subsidiaries is a party or by which any of the them or any of their respective properties or assets included in the Washington Assets is bound, bound or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to ACCO or any Subsidiary of the Washington Companies ACCO or the their respective properties or assets included in the Washington Assetsassets. (iv) The Board of Directors of ACCO, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement and the Merger are advisable and in the best interests of ACCO and its stockholders and (B) approved this Agreement, the Merger and the Distribution Agreement. (v) The execution, delivery and performance by Acquisition Sub of this Agreement and the consummation by Acquisition Sub of the transactions contemplated hereby will not contravene or conflict with Acquisition Sub's certificate of incorporation or Acquisition Sub's by-laws. (vi) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant ACCO or any Subsidiary of Conexant ACCO in connection with the execution and delivery of this Agreement and the Reorganization other Transaction Agreements to which ACCO is a party by Conexant or Washington ACCO or the consummation by Conexant or Washington ACCO of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaqthe NYSE, (G) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant Fortune to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant Fortune (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington BusinessACCO. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) or set forth in Section 5.2(c)(iv5.3(c)(vi) of the Conexant ACCO Disclosure Schedule are hereinafter referred to as the "Conexant ACCO Necessary Consents". (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.

Authority; No Conflicts. (ia) Conexant GE is duly organized and validly existing and in good standing under the laws of the State of New York. GE has all requisite full corporate power and authority to enter into execute, deliver and perform this Agreement and each Buyer Ancillary Agreement to consummate the transactions contemplated hereby, subject to further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant which it is subject to the satisfaction of the conditions set forth in the Distribution Agreementa party. The execution execution, delivery and delivery performance of this Agreement and the Reorganization Agreements each Buyer Ancillary Agreement to which it is a party by Conexant and the consummation by Conexant of the transactions contemplated hereby and thereby GE have been duly authorized and approved by all necessary corporate action on the part GE and do not require any further authorization or consent of Conexant, subject to further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementGE. This Agreement and the Distribution Agreement have beenhas been duly authorized, and the other Reorganization Agreements will be, duly executed and delivered by Conexant andGE and is the legal, assuming the due authorization valid and valid binding obligation of GE enforceable in accordance with its terms, and each Buyer Ancillary Agreement to which it is a party has been duly authorized by GE and upon execution and delivery of this Agreement by AlphaGE will be a legal, constitute or will constitute valid and binding agreements obligation of Conexant, GE enforceable against Conexant in accordance with their respective its terms, except except, in each case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and or other similar Applicable Laws laws of general application relating to or affecting creditors the availability of specific performance, injunctive relief or other equitable remedies or creditors’ rights generally or and except for the limitations imposed by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (iib) Washington Buyer has all requisite full corporate power and authority to enter into execute, deliver and perform this Agreement and to consummate all of the transactions contemplated herebyBuyer Ancillary Agreements. The execution execution, delivery and delivery performance of this Agreement by Washington and the consummation Buyer Ancillary Agreements by Washington of the transactions contemplated hereby Buyer have been duly authorized and approved by all necessary corporate action on the part Buyer and do not require any further authorization or consent of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated herebyBuyer or its shareholders. This Agreement has been duly authorized, executed and delivered by Washington Buyer and constitutes a is the legal, valid and binding agreement of Washington, Buyer enforceable against Washington in accordance with its terms, except and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except, in each case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and or other similar Applicable Laws laws of general application relating to or affecting creditors the availability of specific performance, injunctive relief or other equitable remedies or creditors’ rights generally and except for the limitations imposed by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (iiic) The execution and delivery by Conexant and Washington of this Agreement and the Distribution Agreement do not, the execution and delivery by Conexant and Washington of the other Reorganization Agreements will not, and the consummation by Conexant and Washington of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational documents of Conexant, Washington or any Washington Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business or, to the Knowledge of Conexant, the Combined Company and its Subsidiaries following the Merger, subject to obtaining or making the Conexant Necessary Consents (as defined in paragraph (iv) below), (I) any Contract included in the Washington Assets or by which any of the properties or assets included in the Washington Assets is bound, or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any of the Washington Companies or the properties or assets included in the Washington Assets. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant or any Subsidiary of Conexant in connection with Neither the execution and delivery of this Agreement and nor any of the Reorganization Buyer Ancillary Agreements by Conexant or Washington or the consummation by Conexant or Washington of any of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and therebyprovisions hereof or thereof will: (i) conflict with, except for those required result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under or in relation to (A) the HSR Actrelevant charter documents of GE or Articles of Association or Memorandum of Association of Buyer, (B) state securities any material note, instrument, agreement, mortgage, lease, license, franchise, permit or "blue sky" lawsother authorization, right, restriction or obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (C) the Securities Act, any Court Order to which Buyer or GE is a party or by which Buyer or GE is bound or (D) any Requirements of Laws affecting Buyer or GE; or (ii) require the Exchange Actapproval, (E) consent, authorization or act of, or the DGCL with respect to the making by Buyer of any declaration, filing of the Certificate of Merger with the Delaware Secretaryor registration with, (F) the rules and regulations of Nasdaqany Person, (G) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably except as may be expected to have a Material Adverse Effect on the Washington Business. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses necessary (A) through (H) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Necessary Consents". (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.under any applicable antitrust or

Authority; No Conflicts. (ia) Conexant Each of Parent, Buyer, Merger Sub 1 and Merger Sub 2 has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Agreements to be executed and delivered by them as contemplated hereby and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, and the Ancillary Agreements executed and delivered by Parent, Buyer, Merger Sub 1 and Merger Sub 2 if and as contemplated hereby, subject to further action and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by (1) the Board of Directors of Conexant each of Parent, Buyer, Merger Sub 1 and Merger Sub 2 and (2) Buyer, in its capacity as the sole stockholder of Merger Sub 1 and Merger Sub 2, and no other corporate or stockholder action on the part of Parent, Buyer, Merger Sub 1 or Merger Sub 2 or their respective stockholders is necessary to establish authorize the Record Date execution, delivery and performance of this Agreement and the Distribution Date (each as defined in Ancillary Agreements by either Parent, Buyer, Merger Sub 1 or Merger Sub 2 and the Distribution Agreement) and provided that the effectiveness consummation of the declaration transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to be executed and delivered by Parent, Buyer, Merger Sub 1 and Merger Sub 2 as contemplated hereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of the Distribution this Agreement and each other Ancillary Agreements by the Board other parties hereto and thereto, shall have been duly executed and delivered by each of Directors Parent, Buyer, Merger Sub 1 and Merger Sub 2 and shall be valid and binding obligations of Conexant is Parent, Buyer, Merger Sub 1 and Merger Sub 2, enforceable against each of them in accordance with their terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the satisfaction enforcement of the conditions set forth in the Distribution Agreement. creditors’ rights generally and to general equitable principles. (b) The execution and delivery of this Agreement and the Reorganization Agreements by Conexant and the consummation by Conexant of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Conexant, subject Ancillary Agreements to further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreement. This Agreement and the Distribution Agreement have been, and the other Reorganization Agreements will be, duly be executed and delivered by Conexant andParent, assuming the due authorization Buyer, Merger Sub 1 and valid execution Merger Sub 2 if and delivery of this Agreement by Alpha, constitute or will constitute valid and binding agreements of Conexant, enforceable against Conexant in accordance with 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) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington of this Agreement and the Distribution Agreement do not, the execution and delivery by Conexant and Washington of the other Reorganization Agreements will not, and the consummation by Conexant Parent, Buyer, Merger Sub 1 and Washington Merger Sub 2 of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation pursuant toviolation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Lien on any of the properties or assets of Parent under: (Ai) any provision of the certificate of incorporation or by-laws or similar organizational documents of ConexantParent, Washington Buyer, Merger Sub 1 and/or Merger Sub 2; (ii) subject to obtaining and making any of the required approvals, consents, notices and filings, any Legal Requirement applicable to Parent, Buyer, Merger Sub 1 and/or Merger Sub 2 or by which any Washington Significant Subsidiary of its respective properties or assets may be bound; (Biii) except asany of the terms, individually conditions or provisions of any Contract to which Parent, Buyer, Merger Sub 1 and/or Merger Sub 2 is a party or by which it is bound; except, in the aggregateall cases, as would not reasonably be expected to have a Material Adverse Effect on prevent the Washington Business or, to the Knowledge consummation of Conexant, the Combined Company and its Subsidiaries following the Merger, subject to obtaining or making the Conexant Necessary Consents (as defined in paragraph (iv) below), (I) any Contract included in the Washington Assets or by which any of the properties or assets included in the Washington Assets is bound, or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any of the Washington Companies or the properties or assets included in the Washington Assets. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant or any Subsidiary of Conexant in connection with the execution and delivery of this Agreement and the Reorganization Agreements by Conexant or Washington or the consummation by Conexant or Washington of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaq, (G) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Necessary Consents". (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.

Authority; No Conflicts. (ia) Conexant Each Shareholder has all requisite power, authority and legal right (corporate power and authority or otherwise) to enter into this Agreement and the other documents and agreements attached hereto to be entered into by such Shareholder (the Agreement, together with all such other documents and agreements, collectively, as to each Shareholder, respectively, the "SHAREHOLDER TRANSACTION DOCUMENTS") and to consummate the transactions contemplated hereby, subject to further action of the Board of Directors of Conexant to establish the Record Date hereby and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreementthereby. The execution and delivery of this Agreement and the Reorganization Agreements by Conexant Shareholder Transaction Documents and the consummation by Conexant of the transactions contemplated hereby and thereby have been duly authorized by all necessary action (corporate action or otherwise) on the part of Conexanteach Shareholder. If the Shareholder is an entity, subject to further action the person executing the Shareholder Transaction Documents on behalf of the Board such entity is a duly authorized representative of Directors of Conexant to establish the Record Date such entity. The Shareholder Transaction Documents have been or will be duly and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreement. This Agreement and the Distribution Agreement have been, and the other Reorganization Agreements will be, duly validly executed and delivered by Conexant and, assuming the due authorization Shareholder and valid execution and delivery of this Agreement by Alpha, constitute or will constitute the valid and binding agreements of ConexantShareholder, enforceable against Conexant Shareholder in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting the rights of creditors generally or by general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of the Shareholder Transaction Documents by Shareholder and the consummation by Shareholder of the transactions contemplated hereby and thereby, will not (as applicable) (i) violate or conflict with the articles of association or bylaws of Shareholder, (ii) Washington has all requisite corporate power and authority conflict with, result in a breach of, constitute a default under, terminate, modify, or cancel, any material contract to enter into this Agreement and which such Shareholder is a party or by which such Shareholder is bound or subject that would adversely affect such Shareholder's ability to consummate the transactions contemplated hereby. The execution and delivery of by this Agreement by Washington and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. ConexantAgreement, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington constitute a violation of this Agreement and the Distribution Agreement do notany law, the execution and delivery by Conexant and Washington of the other Reorganization Agreements will notstatute, and the consummation by Conexant and Washington of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation pursuant to: (A) any provision of the certificate of incorporation rule or by-laws regulation to which Shareholder or similar organizational documents of Conexant, Washington or any Washington Significant Subsidiary such Shareholder's Shares are subject; or (Biv) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business or, to the Knowledge of Conexant, the Combined Company and its Subsidiaries following the Merger, subject to obtaining or making the Conexant Necessary Consents (as defined in paragraph (iv) below), (I) any Contract included in the Washington Assets or by which any of the properties or assets included in the Washington Assets is bound, or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any of the Washington Companies or the properties or assets included in the Washington Assetsupon such Shareholder's Data Distilleries Securities. (ivc) No Other than the consent required under Article 88 Book 1 Dutch Civil Code, which consent, when applicable has been validly obtained, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant or any Subsidiary of Conexant in connection with the execution and delivery by such Shareholder of this Agreement and the Reorganization Agreements by Conexant or Washington Shareholder Transaction Documents or the consummation performance by Conexant or Washington such Shareholder of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation obligations to (A) the HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect be performed by such Shareholder pursuant to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaq, (G) antitrust terms hereof or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Necessary Consents"thereof. (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.

Authority; No Conflicts. (i) Conexant CCA has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to further action subject, in the case of the Board consummation of Directors the Merger, to the approval of Conexant to establish the Record Date and the Distribution Date (each as defined issuance of CCA Common Stock in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution Merger pursuant to this Agreement by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementRequired CCA Vote. The execution and delivery of this Agreement and the Reorganization Agreements by Conexant CCA and the consummation by Conexant CCA of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ConexantCCA, subject to further action subject, in the case of the Board of Directors of Conexant to establish the Record Date and the Distribution Date and provided that the effectiveness consummation of the declaration Merger, to the approval of the Distribution issuance of CCA Common Stock in the Merger pursuant to this Agreement by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution AgreementRequired CCA Vote. This Agreement and the Distribution Agreement have been, and the other Reorganization Agreements will be, has been duly executed and delivered by Conexant CCA and, assuming the due authorization and valid execution and delivery of this Agreement by AlphaStorCOMM, constitute or will constitute constitutes a valid and binding agreements agreement of ConexantCCA, enforceable against Conexant CCA in accordance with their respective its 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) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington CCA of this Agreement and the Distribution Agreement do not, the execution and delivery by Conexant and Washington of the other Reorganization Agreements will does not, and the consummation by Conexant and Washington CCA of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational documents document of Conexant, Washington CCA or any Washington Significant Subsidiary of CCA or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business CCA and its Subsidiaries or, to the Knowledge of ConexantCCA, the Combined Company on CCA and its Subsidiaries following the Merger, subject to obtaining or making the Conexant CCA Necessary Consents (as defined in paragraph (iv) below)Consents, (I) any Contract included in the Washington Assets to which CCA or any of its Subsidiaries is a party or by which any of the them or any of their respective properties or assets included in the Washington Assets is bound, or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to CCA or any Subsidiary of the Washington Companies CCA or the their respective properties or assets included in the Washington Assetsassets. (iviii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant CCA or any Subsidiary of Conexant CCA in connection with the execution and delivery of this Agreement and the Reorganization Agreements by Conexant or Washington CCA or the consummation by Conexant or Washington CCA of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the HSR Actstate securities or “blue sky” laws, (B) state securities or "blue sky" laws, (C) the Securities Act, (DC) the Exchange Act, (ED) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (FE) the rules and regulations of Nasdaqthe American Stock Exchange, including with respect to authorization for inclusion of the shares of CCA Common Stock to be issued in the Merger and the transaction contemplated hereby on the American Stock Exchange, subject to official notice of issuance, (GF) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (IG) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington BusinessCCA and its Subsidiaries. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (HF) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant “CCA Necessary Consents"”. (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.

Authority; No Conflicts. (i) Conexant Fortune has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to the further action of the Board of Directors of Conexant Fortune to establish the Record Date and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant Fortune is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The execution and delivery of this Agreement and the Reorganization other Transaction Agreements to which Fortune is a party by Conexant Fortune and the consummation by Conexant Fortune of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ConexantFortune, subject to the further action of the Board of Directors of Conexant Fortune to establish the Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant Fortune is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The approval of Fortune's stockholders is not required to effect the transactions contemplated by this Agreement or any other Transaction Agreement. This Agreement and the Distribution Agreement have has been, and the other Reorganization Transaction Agreements to which Fortune is a party will be, duly executed and delivered by Conexant Fortune and, assuming the due authorization and valid execution and delivery of this Agreement and the other Transaction Agreements to which Fortune is a party by Alphathe other parties hereto and thereto, as applicable, constitute or will constitute valid and binding agreements of ConexantFortune, enforceable against Conexant Fortune in accordance with 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) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington Fortune of this Agreement and the Distribution Agreement do does not, the execution and delivery by Conexant and Washington Fortune of the other Reorganization Transaction Agreements to which Fortune is a party will not, and the consummation by Conexant and Washington Fortune of the Contribution, the Distribution, the Merger Distribution and the other transactions contemplated hereby and thereby will not result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational documents of Conexant, Washington or any Washington Significant Subsidiary Fortune or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ACCO as of the Washington Business date hereof or, to the Knowledge of ConexantFortune, the Combined Company and its Subsidiaries following after giving effect to the Merger, or to have a material adverse effect on the ability of Fortune to consummate the Distribution and the other transactions contemplated by the other Transaction Agreements, subject to obtaining or making the Conexant Fortune Necessary Consents (as defined in paragraph (iviii) below), (I) any Contract included in the Washington Assets to which Fortune, ACCO or any of their respective Subsidiaries is a party or by which any of the their respective properties or assets included in the Washington Assets is bound, bound or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Fortune, ACCO or any Subsidiary of the Washington Companies Fortune or the ACCO or their respective properties or assets included in the Washington Assetsassets. (iviii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant or any Subsidiary of Conexant Fortune in connection with the execution and delivery of this Agreement and the Reorganization other Transaction Agreements to which Fortune is a party by Conexant or Washington Fortune or the consummation by Conexant or Washington Fortune of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaqthe NYSE, (G) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant Fortune to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant Fortune (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ACCO or to have a material adverse effect on the Washington Businessability of Fortune to consummate the Distribution and the other transactions contemplated by the other Transaction Agreements. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Fortune Necessary Consents". (viv) The Board of Directors of ConexantFortune, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, held and not subsequently rescinded or by action by unanimous written consentmodified in any way, has duly (iA) determined that this Agreement is and the Distribution Agreement are advisable and in the best interests of Washington Fortune and its stockholders and (iiB) approved this Agreement and the transactions contemplated herebyDistribution Agreement.

Authority; No Conflicts. (i) Conexant ACCO has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The execution and delivery of this Agreement and the Reorganization other Transaction Agreements to which ACCO is a party by Conexant ACCO and the consummation by Conexant ACCO of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ConexantACCO. The majority stockholder of ACCO has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby, subject such approval being the only approval of stockholders of ACCO necessary to further action adopt this Agreement. No approval of the Board of Directors of Conexant to establish the Record Date and ACCO’s stockholders after the Distribution Date and provided that will be required to effect the effectiveness of the declaration of the Distribution transactions contemplated by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution this Agreement. This Agreement and the Distribution Agreement have has been, and the other Reorganization Transaction Agreements to which ACCO is a party will be, duly executed and delivered by Conexant ACCO and, assuming the due authorization and valid execution and delivery of this Agreement and the other Transaction Agreements to which ACCO is a party by Alphathe other parties hereto and thereto, as applicable, constitute or will constitute valid and binding agreements of ConexantACCO, enforceable against Conexant ACCO in accordance with 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) Washington Acquisition Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington Acquisition Sub and the consummation by Washington Acquisition Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of WashingtonAcquisition Sub. ConexantACCO, as the sole stockholder of WashingtonAcquisition Sub, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington Acquisition Sub and, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding agreement of WashingtonAcquisition Sub, enforceable against Washington Acquisition Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington ACCO of this Agreement and the Distribution Agreement do does not, the execution and delivery by Conexant and Washington ACCO of the other Reorganization Transaction Agreements to which ACCO is a party will not, and the consummation by Conexant and Washington ACCO of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational documents of ConexantACCO, Washington or any Washington ACCO Significant Subsidiary or Acquisition Sub or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ACCO as of the Washington Business date hereof or, to the Knowledge of ConexantACCO, the Combined Company and its Subsidiaries following after giving effect to the Merger, subject to obtaining or making the Conexant ACCO Necessary Consents (as defined in paragraph (ivvi) below), (I) any Contract included in the Washington Assets to which ACCO or any of its Subsidiaries is a party or by which any of the them or any of their respective properties or assets included in the Washington Assets is bound, bound or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to ACCO or any Subsidiary of the Washington Companies ACCO or the their respective properties or assets included in the Washington Assetsassets. (iv) The Board of Directors of ACCO, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement and the Merger are advisable and in the best interests of ACCO and its stockholders and (B) approved this Agreement, the Merger and the Distribution Agreement. (v) The execution, delivery and performance by Acquisition Sub of this Agreement and the consummation by Acquisition Sub of the transactions contemplated hereby will not contravene or conflict with Acquisition Sub’s certificate of incorporation or Acquisition Sub’s by-laws. (vi) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant ACCO or any Subsidiary of Conexant ACCO in connection with the execution and delivery of this Agreement and the Reorganization other Transaction Agreements to which ACCO is a party by Conexant or Washington ACCO or the consummation by Conexant or Washington ACCO of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "“blue sky" ” laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaqthe NYSE, (G) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant Fortune to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant Fortune (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington BusinessACCO. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) or set forth in Section 5.2(c)(iv5.3(c)(vi) of the Conexant ACCO Disclosure Schedule are hereinafter referred to as the "Conexant “ACCO Necessary Consents"”. (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.

Authority; No Conflicts. (i) Conexant Adaptive has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to further action subject, in the case of the Board of Directors of Conexant to establish the Record Date and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness consummation of the declaration of the Distribution by the Board of Directors of Conexant is subject Merger, to the satisfaction of the conditions set forth in the Distribution AgreementAdaptive Stockholder Approval. The execution and delivery of this Agreement and the Reorganization Agreements by Conexant and the consummation by Conexant of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Adaptive and no other corporate proceedings on the part of Adaptive are necessary to authorize the execution and delivery of the Agreement or to consummate the Merger and the other transactions contemplated hereby, subject in the case of the consummation of the Merger, to the Adaptive Stockholder Approval. This Agreement has been duly executed and delivered by Adaptive and constitutes a valid and binding agreement of Adaptive, enforceable against Adaptive in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Adaptive has all requisite corporate power and authority to enter into the Stock Option Agreements and to consummate the transactions contemplated thereby. The execution and delivery of the Stock Option Agreements and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Conexant, subject Adaptive and no other corporate proceedings on the part of Adaptive are necessary to further action authorize the execution and delivery of the Board of Directors of Conexant Stock Option Agreements or to establish consummate the Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreementtransactions contemplated thereby. This Agreement and the Distribution Agreement The Stock Option Agreements have been, and the other Reorganization Agreements will be, been duly executed and delivered by Conexant and, assuming the due authorization Adaptive and valid execution and delivery of this Agreement by Alpha, constitute or will constitute each constitutes a valid and binding agreements agreement of ConexantAdaptive, enforceable against Conexant it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington of this Agreement and the Distribution Agreement do not, the execution and delivery by Conexant and Washington of the other Reorganization Agreements will Adaptive does not, and the consummation by Conexant and Washington Adaptive of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not not, conflict with, or result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws bylaws or similar organizational documents document of Conexant, Washington Adaptive or any Washington Significant Subsidiary of Adaptive or (B) except as, as (1) individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Adaptive or (2) would not prevent or materially delay the Washington Business or, to the Knowledge consummation of Conexant, the Combined Company and its Subsidiaries following the Merger, subject to obtaining or making the Conexant Necessary Consents (as defined consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iviii) below)below and except with respect to employee stock options and other awards, (I) any Contract included in the Washington Assets loan or by which any of the properties credit agreement, note, mortgage, bond, indenture, lease, benefit plan or assets included in the Washington Assets is boundother agreement, or (II) any obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Adaptive or any Subsidiary of the Washington Companies Adaptive or the their respective properties or assets included in the Washington Assetsassets. (iviii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant Adaptive or any Subsidiary of Conexant Adaptive in connection with the execution and delivery of this Agreement and or the Reorganization Stock Option Agreements by Conexant or Washington Adaptive or the consummation by Conexant or Washington of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules Necessary Consents and regulations of Nasdaq, (G) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Necessary Consents"Adaptive. (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.

Authority; No Conflicts. (i) Conexant Fortune has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to the further action of the Board of Directors of Conexant Fortune to establish the Record Date and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant Fortune is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The execution and delivery of this Agreement and the Reorganization other Transaction Agreements to which Fortune is a party by Conexant Fortune and the consummation by Conexant Fortune of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ConexantFortune, subject to the further action of the Board of Directors of Conexant Fortune to establish the Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant Fortune is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The approval of Fortune’s stockholders is not required to effect the transactions contemplated by this Agreement or any other Transaction Agreement. This Agreement and the Distribution Agreement have has been, and the other Reorganization Transaction Agreements to which Fortune is a party will be, duly executed and delivered by Conexant Fortune and, assuming the due authorization and valid execution and delivery of this Agreement and the other Transaction Agreements to which Fortune is a party by Alphathe other parties hereto and thereto, as applicable, constitute or will constitute valid and binding agreements of ConexantFortune, enforceable against Conexant Fortune in accordance with 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) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Conexant and Washington Fortune of this Agreement and the Distribution Agreement do does not, the execution and delivery by Conexant and Washington Fortune of the other Reorganization Transaction Agreements to which Fortune is a party will not, and the consummation by Conexant and Washington Fortune of the Contribution, the Distribution, the Merger Distribution and the other transactions contemplated hereby and thereby will not result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws or similar organizational documents of Conexant, Washington or any Washington Significant Subsidiary Fortune or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ACCO as of the Washington Business date hereof or, to the Knowledge of ConexantFortune, the Combined Company and its Subsidiaries following after giving effect to the Merger, or to have a material adverse effect on the ability of Fortune to consummate the Distribution and the other transactions contemplated by the other Transaction Agreements, subject to obtaining or making the Conexant Fortune Necessary Consents (as defined in paragraph (iviii) below), (I) any Contract included in the Washington Assets to which Fortune, ACCO or any of their respective Subsidiaries is a party or by which any of the their respective properties or assets included in the Washington Assets is bound, bound or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Fortune, ACCO or any Subsidiary of the Washington Companies Fortune or the ACCO or their respective properties or assets included in the Washington Assetsassets. (iviii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant or any Subsidiary of Conexant Fortune in connection with the execution and delivery of this Agreement and the Reorganization other Transaction Agreements to which Fortune is a party by Conexant or Washington Fortune or the consummation by Conexant or Washington Fortune of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "“blue sky" ” laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaqthe NYSE, (G) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant Fortune to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant Fortune (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ACCO or to have a material adverse effect on the Washington Businessability of Fortune to consummate the Distribution and the other transactions contemplated by the other Transaction Agreements. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant “Fortune Necessary Consents"”. (viv) The Board of Directors of ConexantFortune, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, held and not subsequently rescinded or by action by unanimous written consentmodified in any way, has duly (iA) determined that this Agreement is and the Distribution Agreement are advisable and in the best interests of Washington Fortune and its stockholders and (iiB) approved this Agreement and the transactions contemplated herebyDistribution Agreement.

Authority; No Conflicts. (ia) Conexant Each of Parent and Merger Sub has all requisite necessary corporate power and authority necessary to enter into execute and deliver this Agreement and to consummate the transactions contemplated herebyAgreement, subject to further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The execution and delivery of this Agreement and the Reorganization Agreements by Conexant and the consummation by Conexant of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Conexant, subject to further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to the satisfaction of the conditions set forth in the Distribution Agreement. This Agreement and the Distribution Agreement have been, and the other Reorganization Agreements will be, duly executed and delivered by Conexant and, assuming the due authorization and valid execution and delivery of this Agreement by Alpha, constitute or will constitute valid and binding agreements of Conexant, enforceable against Conexant in accordance with 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) Washington has all requisite corporate power and authority to enter into perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by each of Parent and Merger Sub of this Agreement by Washington Agreement, the performance of their respective obligations hereunder, and the consummation by Washington of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Board of Washington. Conexant, Directors of each of Parent and Merger Sub and by Parent as the sole stockholder of WashingtonMerger Sub, has and have been duly approved and adopted validly authorized by all requisite corporate action, except for the receipt of the Parent Shareholder Approval. Except for the Merger Filing and receipt of Parent Shareholder Approval, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation by Parent and the Merger and has duly approved Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington each of Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the Company and the Shareholders, constitutes a legal, valid and binding agreement obligation of WashingtonParent and Merger Sub, enforceable against Washington Parent and Merger Sub in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyancemoratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of specific performance, moratorium injunctive relief and similar Applicable Laws other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of Parent and Merger Sub, there is no fact or condition relating to or affecting creditors generally Parent and by general equity principles (regardless Merger Sub that would prevent all regulatory approvals required for the consummation of whether such enforceability is considered in a proceeding in equity or at law)the transactions contemplated hereby from being obtained. (iiib) The execution and delivery by Conexant and Washington of this Agreement and the Distribution Agreement do not, Neither the execution and delivery of this Agreement by Conexant and Washington of the other Reorganization Agreements will notParent or Merger Sub, and nor the consummation by Conexant and Washington Parent or Merger Sub of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by Parent or Merger Sub with any of the provisions hereof, will not (i) conflict with or result in a Violation pursuant to: (A) breach of any provision of the certificate Parent’s or and of incorporation or by-laws or similar organizational documents its Subsidiaries’ articles of Conexantincorporation, Washington charter, bylaws or any Washington Significant Subsidiary other similar governing document, (ii) constitute or (B) except asresult in a Default under, individually or require any Consent pursuant to, or result in the aggregatecreation of any Lien on any Asset of Parent or any of its Subsidiaries under, would any Contract or Permit of Parent or any of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Washington Business orParent, to the Knowledge of Conexant, the Combined Company and its Subsidiaries following the Merger, or (iii) subject to obtaining the requisite Consents referred to in Section 8.1 of this Agreement, violate any Law or making the Conexant Necessary Consents (as defined in paragraph (iv) below), (I) any Contract included in the Washington Assets Order applicable to Parent or by which any of the properties its Subsidiaries or assets included in the Washington Assets is bound, or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any of the Washington Companies or the properties or assets included in the Washington their respective Assets. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Conexant or any Subsidiary of Conexant in connection with the execution and delivery of this Agreement and the Reorganization Agreements by Conexant or Washington or the consummation by Conexant or Washington of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the HSR Act, (B) state securities or "blue sky" laws, (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (F) the rules and regulations of Nasdaq, (G) antitrust or other competition laws of other jurisdictions, (H) the further action of the Board of Directors of Conexant to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant (which is subject to the satisfaction of the conditions set forth in the Distribution Agreement) and (I) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (H) or set forth in Section 5.2(c)(iv) of the Conexant Disclosure Schedule are hereinafter referred to as the "Conexant Necessary Consents". (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.