Common use of Authority; No Consents Clause in Contracts

Authority; No Consents. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the other Transaction Documents to which the Company is a party have been, and the Plan of Merger when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms subject to bankruptcy, fraudulent conveyance, insolvency, moratorium or similar laws affecting the rights of creditors generally or general equitable principles. Neither the execution, delivery and performance of the Transaction Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: (a) conflict with; (b) result in any violations of (c) cause a default under (with or without due notice, lapse of time or both); (d) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; or (e) result in the creation of any Encumbrance on or against any Assets, right or property of the Company under any term, condition or provision of: (x) any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, by which the Company, its properties, Assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") applicable to the Company or any of its properties, Assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Certificate or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of Merger, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan of Merger or the Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders to consummate the transactions contemplated by this Agreement or the Plan of Merger, including, without limitation, the Merger.

Authority; No Consents. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the other Transaction Documents to which the Company is a party have been, and the Plan of Merger when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms subject to bankruptcy, fraudulent conveyance, insolvency, moratorium or similar laws affecting the rights of creditors generally or general equitable principles. Neither the execution, delivery and performance of the Transaction Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: (a) conflict with; (b) result in any violations of of; (c) cause a default under (with or without due notice, lapse of time or both); (d) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; or (e) result in the creation of any Encumbrance on or against any Assets, right or property of the Company under any term, condition or provision of: (x) any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, by which the Company, its properties, Assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") applicable to the Company or any of its properties, Assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Certificate or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of Merger, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan of Merger or the Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(Aof (A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders to consummate the transactions contemplated by this Agreement or the Plan of Merger, including, without limitation, the Merger.;

Authority; No Consents. The execution, delivery and performance by of ---------------------- this Agreement and the Company of the Transaction Documents Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyTarget; and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party have been, and the Plan of Merger when executed and delivered by the Company will be, been duly and validly executed and delivered by the CompanyTarget, and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party isare the legal, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the CompanyTarget, enforceable against the Company Target in accordance with their respective terms subject to bankruptcy, fraudulent conveyance, insolvency, moratorium or similar laws affecting the rights of creditors generally or general equitable principlesterms. Neither the execution, delivery and performance of this Agreement, the Transaction Documents Related Agreements to which the Company it is a party nor the consummation by the Company Target of the transactions contemplated hereby or thereby nor compliance by the Company Target with any provision hereof or thereof will: will (ai) (A) conflict with; , (bB) result in any violations of of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company Target or any Target Subsidiary under any term, condition or provision of: of (x) any instrument or agreement to which the Company Target or any Target Subsidiary is a party, or, to the knowledge of the Company, or by which the Company, its Target or any Target Subsidiary or any of their properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company Target, any Target Subsidiary, or any of its their properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) Target's Organizational Documents or (ii) require the Company's Certificate or by-laws, as amended through affirmative vote of the date hereofholders of greater than a majority of the issued and outstanding shares of Target Common Stock which has been obtained prior to the execution and delivery of this Agreement. Except as contemplated by this Agreement or the Plan of Mergeras set forth in Target Disclosure Schedule, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder Target of this Agreement, the Plan of Merger or the Transaction Documents to which the Company is a party Agreement or the consummation of the transactions contemplated hereby or therebyhereby, except for: for (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan Certificate of Merger with the Treasurer Secretary of State of the State of New Jersey Delaware and appropriate documents with the relevant authorities of other states in which the Company Target is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; business and (viiii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company Target, taken as a whole, or materially impair the ability of the Company and the Shareholders Target to consummate the transactions contemplated by this Agreement or the Plan of MergerAgreement, including, without limitation, the Merger.

Authority; No Consents. The execution, delivery and performance by the Company of this Agreement, the Transaction Documents Plan of Merger and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party have been, and the Plan of Merger when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party isare, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms subject to terms, except as such enforcement may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, moratorium reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights of creditors generally or and general equitable principles. Neither the execution, delivery and performance of this Agreement, the Transaction Documents Plan of Merger or Related Agreements to which the Company it is a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: (a) conflict with; (b) result in any violations of of; (c) cause a default under (with or without due notice, lapse of time or both); (d) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; or (e) result in the creation of any Encumbrance on or against any Assetsassets, right or property of the Company under any term, condition or provision of: (x) any instrument or agreement to which the Company is a party, or, to the best knowledge of the Company, by which the Company, Company or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company); (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Companyrights; or (z) the Company's Certificate or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of Merger, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan of Merger or the Transaction Documents Related Agreements to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(Aof (A) Form the S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange Over the Counter Bulletin Board Service with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the ShareholdersStockholders' Materials with respect to the adoption by the Shareholders Stockholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer Secretary of State of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; and (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders Stockholders to consummate the transactions contemplated by this Agreement or the Plan of Merger, including, without limitation, the Merger.

Authority; No Consents. The execution, delivery and performance by ---------------------- MarketSource of this Agreement and the Company of the Transaction Documents Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyMarketSource; and this Agreement and the other Transaction Documents to which the Company is a party have has been, and the Plan of Merger Related Agreements to which it is a party when executed and delivered by the Company MarketSource will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the CompanyMarketSource, enforceable against the Company it in accordance with their respective terms subject to bankruptcyterms. Except as set forth in Section 3.1(d) of the Disclosure Schedule, fraudulent conveyance, insolvency, moratorium or similar laws affecting the rights of creditors generally or general equitable principles. Neither the execution, delivery and performance of this Agreement or the Transaction Documents Related Agreements to which the Company it is a party nor party, the consummation by the Company MarketSource of the transactions contemplated hereby or thereby thereby, nor compliance by the Company MarketSource with any provision hereof or thereof will: will (aA) conflict with; , (bB) result in any violations of material violation of, (cC) cause a material default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company MarketSource under any term, condition or provision of: of (x) any instrument or agreement to which the Company MarketSource is a party, or, to the knowledge of the Company, or by which the Company, MarketSource or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company MarketSource or any of its properties, Assets assets or rights except where the foregoing would not or conflict with or result in a Material Adverse Effect on the Company; or (z) the Companyany violation of MarketSource's Certificate of Incorporation or by-by- laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of Merger, no No permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person or entity is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder MarketSource of this Agreement, the Plan of Merger Agreement or the Transaction Documents to which the Company is a party Related Agreements or the consummation by MarketSource of the transactions contemplated hereby or thereby, except for: for (i) the filing with the Securities and Exchange Commission (the "SEC"consents listed in Section 3.1(d) of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") Disclosure Schedule and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a 360 Youth Material Adverse Effect on the Company or materially impair in any material respect the ability of the Company and the Shareholders MarketSource to consummate the transactions contemplated by this Agreement or the Plan of Merger, including, without limitation, the MergerAgreement.

Authority; No Consents. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party Agreement of Merger and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the other Transaction Documents to which the Company is a party have been, and the Plan Agreement of Merger when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, ; and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective terms subject to bankruptcyits terms, fraudulent conveyanceand the Agreement of Merger, insolvencywhen executed and delivered by the Company, moratorium or similar laws affecting will be a valid and binding obligation of the rights Company, enforceable against the Company in accordance with its terms. Except as set forth in Section 3.1(d) of creditors generally or general equitable principles. Neither the Company Disclosure Schedule, neither the execution, delivery and performance of this Agreement or the Transaction Documents to which the Company is a party Agreement of Merger nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: will (aA) conflict with; , (bB) result in any violations of violation of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company under any term, condition or provision of: of (x) any instrument instrument, contract or agreement to which the Company is a party, or, to the knowledge of the Company, or by which the Company, Company or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Certificate Charter or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or set forth on Section 3.1(d) of the Plan of MergerCompany Disclosure Schedule, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, Agreement or the Plan Agreement of Merger or the Transaction Documents to which consummation by the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: for (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer Secretary of State of the State of New Jersey Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; , and (viiii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would are not have reasonably likely to result in a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders Stockholders to consummate the transactions contemplated by this Agreement or the Plan Agreement of Merger, including, without limitation, the MergerMerger (each of which actions reflected in clauses (i) and (ii) above is to be taken by the Company on a timely basis).

Authority; No Consents. The execution, delivery and performance by the Company of this Agreement, the Transaction Documents Agreement of Merger and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party have been, and the Plan Agreement of Merger when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, ; and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, are the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms subject to bankruptcyand the Agreement of Merger when executed and delivered by the Company will be, fraudulent conveyance, insolvency, moratorium or similar laws affecting enforceable against the rights of creditors generally or general equitable principlesCompany in accordance with its terms. Neither the execution, delivery and performance of this Agreement, the Transaction Documents Related Agreements to which the Company it is a party or the Agreement of Merger nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: will in any material respect (aA) conflict with; , (bB) result in any violations of of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company under any term, condition or provision of: of (x) any instrument instrument, contract or agreement to which the Company is a party, or, to the knowledge of the Company, or by which the Company, Company or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Certificate Charter or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or set forth on Section 3.1(d) of the Plan of MergerCompany Disclosure Schedule, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan Agreement of Merger or the Transaction Documents to which the Company is a party Related Agreements or the consummation by the Company of the transactions contemplated hereby or thereby, except for: for (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the ShareholdersStockholders' Materials with respect to the adoption by the Shareholders Stockholders of this Agreement Agreement, the Merger and the Plan of Merger; transactions contemplated hereby, (vii) the filing of the Plan Agreement of Merger with the Treasurer Secretary of State of the State of New Jersey Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; business and (viiiii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Company Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders Stockholders to consummate the transactions contemplated by this Agreement or the Plan Agreement of Merger, including, without limitation, the MergerMerger (each of which actions reflected in clauses (i) and (ii) above is to be taken by the Company on a timely basis).

Authority; No Consents. The execution, delivery and performance by ---------------------- the Company of this Agreement, the Transaction Documents Plan of Merger and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party have been, and the Plan of Merger when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party isare, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms subject to terms, except as such enforcement may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, moratorium reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights of creditors generally or and general equitable principles. Neither the execution, delivery and performance of this Agreement, the Transaction Documents Plan of Merger or Related Agreements to which the Company it is a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: (a) conflict with; (b) result in any violations of of; (c) cause a default under (with or without due notice, lapse of time or both); (d) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; or (e) result in the creation of any Encumbrance on or against any Assetsassets, right or property of the Company under any term, condition or provision of: (x) any instrument or agreement to which the Company is a party, or, to the best knowledge of the Company, by which the Company, Company or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company); (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Companyrights; or (z) the Company's Certificate or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of Merger, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan of Merger or the Transaction Documents Related Agreements to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(Aof (A) Form the S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange Over the Counter Bulletin Board Service with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the ShareholdersStockholders' Materials with respect to the adoption by the Shareholders Stockholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer Secretary of State of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; and (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders Stockholders to consummate the transactions contemplated by this Agreement or the Plan of Merger, including, without limitation, the Merger.

Authority; No Consents. The execution, delivery and performance by FTC of this Agreement and the Company of the Transaction Documents Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyFTC; and this Agreement and the other Transaction Documents to which the Company is a party have has been, and the Plan of Merger Related Agreements to which it is a party when executed and delivered by the Company FTC will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the CompanyFTC, enforceable against the Company it in accordance with their respective terms subject to bankruptcyterms. Except as set forth in Section 3.1.C of the Disclosure Schedule, fraudulent conveyance, insolvency, moratorium or similar laws affecting the rights of creditors generally or general equitable principles. Neither the execution, delivery and performance of this Agreement or the Transaction Documents Related Agreements to which the Company it is a party nor party, the consummation by the Company FTC of the transactions contemplated hereby or thereby thereby, nor compliance by the Company FTC with any provision hereof or thereof will: will (aA) conflict with; , (bB) result in any violations of material violation of, (cC) cause a material default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company FTC under any term, condition or provision of: of (x) any instrument or agreement to which the Company FTC is a party, or, to the knowledge of the Company, or by which the Company, FTC or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company FTC or any of its properties, Assets assets or rights except where the foregoing would not or conflict with or result in a Material Adverse Effect on the Company; or (z) the Companyany violation of FTC's Certificate of Incorporation or by-by- laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of Merger, no No permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person or entity is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder FTC of this Agreement, the Plan of Merger Agreement or the Transaction Documents to which the Company is a party Related Agreements or the consummation by FTC of the transactions contemplated hereby or thereby, except for: for (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued consents listed in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise Section 3.1.C of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") Disclosure Schedule and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a OptiCon Material Adverse Effect on the Company or materially impair in any material respect the ability of the Company and the Shareholders FTC to consummate the transactions contemplated by this Agreement or the Plan of Merger, including, without limitation, the MergerAgreement.

Authority; No Consents. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and each of the other Transaction Documents Related Agreements to which the Company is a party have been, and the Plan of Merger when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents Related Agreements to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the shall be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms subject terms, except to the extent that enforceability may be limited by applicable bankruptcy, fraudulent conveyancereorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by principles of creditors generally equity regardless of whether such enforceability is considered a proceeding in law or general equitable principlesequity. Neither the execution, delivery and performance of this Agreement or the Transaction Documents Related Agreements to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: will (aA) conflict with; , (bB) result in any violations of of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company under any term, condition or provision of: of (x) any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, or by which the Company, Company or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality Governmental Authority ("Governmental Authority"as defined herein) applicable to the Company or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Certificate Charter or by-laws, as amended through the date hereof, respectively. Except as contemplated by this Agreement or set forth in Section 2.1 (d) of the Plan of MergerCompany Disclosure Schedule, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder or the Stockholders of this Agreement, the Plan of Merger Agreement or the Transaction Documents to which the Company is a party Related Agreements or the consummation by the Company or the Stockholders of the transactions contemplated hereby or thereby. "Governmental Authority" shall mean any Federal, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Sharesstate, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option municipal, foreign or warrant holder isother governmental court, by the terms of the Company option plan department, commission, board, bureau, agency or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders to consummate the transactions contemplated by this Agreement or the Plan of Merger, including, without limitation, the Mergerinstrumentality.

Authority; No Consents. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and each of the other Transaction Documents Related Agreements to which the Company is a party have been, and the Plan of Merger when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents Related Agreements to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, are the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms subject terms, except to the extent that enforceability may be limited by applicable bankruptcy, fraudulent conveyancereorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by principles of creditors generally equity regardless of whether such enforceability is considered a proceeding in law or general equitable principlesequity. Neither Except as set forth in Schedule 2.1(d), neither the execution, delivery and performance of this Agreement or the Transaction Documents Related Agreements to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: will (aA) conflict with; , (bB) result in any violations of of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company or any Subsidiary under any term, condition or provision of: of (x) any instrument or agreement to which the Company or any Subsidiary is a party, or, to the knowledge of the Company, or by which the Company, its Company or any Subsidiary or any of their properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality Governmental Authority ("Governmental Authority"as defined herein) applicable to the Company or any of its their properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Certificate or any Subsidiary's Charter or by-laws, as amended through the date hereof, respectively. Except as contemplated by this Agreement or set forth in Section 2.1(d) of the Plan of MergerCompany Disclosure Schedule, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder or the Stockholders of this Agreement, the Plan of Merger Agreement or the Transaction Documents to which the Company is a party Related Agreements or the consummation by the Company or the Stockholders of the transactions contemplated hereby or thereby. "GOVERNMENTAL AUTHORITY" shall mean any Federal, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Sharesstate, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option municipal, foreign or warrant holder isother governmental court, by the terms of the Company option plan department, commission, board, bureau, agency or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders to consummate the transactions contemplated by this Agreement or the Plan of Merger, including, without limitation, the Mergerinstrumentality.

Authority; No Consents. The Company has all requisite corporate power and authority to enter into this Agreement and all other agreements and documents executed in connection herewith and to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the any other Transaction Documents documents to which the Company is a party have been, and the Plan of Merger when executed and delivered by the Company will be, been duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its respective terms subject to bankruptcy, fraudulent conveyance, insolvency, moratorium or similar laws affecting the rights of creditors generally or general equitable principles. Neither the execution, delivery and performance of the Transaction Documents to which the Company is a party of, nor the consummation by the Company of the transactions contemplated hereby or thereby hereby, nor compliance by the Company with any provision hereof or thereof will: (a) conflict with; (b) result in any violations of of, (c) cause a default under (with or without due notice, lapse of time or both); (d) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; or (e) result in the creation of any Encumbrance encumbrance on or against any Assetsassets, right or property of the Company under any term, condition or provision of: (x) any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, by which the Company, its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the CompanyEffective Date); (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality (collectively, the "Governmental Authority") applicable to the Company or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect material adverse effect on the Company; or (z) the Company's Certificate of Incorporation or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of MergerAgreement, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan of Merger or the Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders to consummate the transactions contemplated by this Agreement or the Plan of Merger, including, without limitation, the Merger.

Authority; No Consents. The execution, delivery and performance by CCS of this Agreement and the Company of the Transaction Documents Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyCCS; and this Agreement and the other Transaction Documents to which the Company is a party have has been, and the Plan of Merger Related Agreements to which it is a party when executed and delivered by the Company CCS will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the CompanyCCS, enforceable against the Company it in accordance with their respective terms subject to bankruptcyterms. Except as set forth in Section 3.1.C of the Disclosure Schedule, fraudulent conveyance, insolvency, moratorium or similar laws affecting the rights of creditors generally or general equitable principles. Neither the execution, delivery and performance of this Agreement or the Transaction Documents Related Agreements to which the Company it is a party nor party, the consummation by the Company CCS of the transactions contemplated hereby or thereby thereby, nor compliance by the Company CCS with any provision hereof or thereof will: will (aA) conflict with; , (bB) result in any violations of material violation of, (cC) cause a material default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company CCS under any term, condition or provision of: of (x) any instrument or agreement to which the Company CCS is a party, or, to the knowledge of the Company, or by which the Company, CCS or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company CCS or any of its properties, Assets assets or rights except where the foregoing would not or conflict with or result in a Material Adverse Effect on the Company; or (z) the Companyany violation of CCS's Certificate of Incorporation or by-by- laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of Merger, no No permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person or entity is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder CCS of this Agreement, the Plan of Merger Agreement or the Transaction Documents to which the Company is a party Related Agreements or the consummation by CCS of the transactions contemplated hereby or thereby, except for: for (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued consents listed in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise Section 3.1.C of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") Disclosure Schedule and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a FUTURETECH Material Adverse Effect on the Company or materially impair in any material respect the ability of the Company and the Shareholders CCS to consummate the transactions contemplated by this Agreement or the Plan of Merger, including, without limitation, the MergerAgreement.

Authority; No Consents. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party have been, and the Plan of Merger when executed and delivered by the Company will be, been duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party isparty, assuming the due authorization, execution and delivery of this Agreement and the Plan of Merger when executed and delivered Related Agreements by the other parties thereto will bethereto, are the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms subject to terms, except as such enforceability may be limited by bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or similar laws affecting the rights and remedies of creditors generally and by equitable principles of general application (regardless of whether such enforceability is considered in a proceeding at law or general equitable principlesin equity). Neither the execution, delivery and performance of this Agreement, the Transaction Documents Related Agreements to which the Company it is a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: will in any material respect (aA) conflict with; , (bB) result in any violations of of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company under any term, condition or provision of: of (x) any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, or by which the Company, Company or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) assuming the accuracy of the representations and warranties of, and the performance of the covenants by Parent and Acquisition Sub as set forth in this Agreement, any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Certificate Charter or by-laws. Assuming the accuracy of the representations and warranties of, and the performance of the covenants by Parent and Acquisition Sub as amended through the date hereof. Except as contemplated by set forth in this Agreement or the Plan of MergerAgreement, no permit, authorization, consent, (except the consent of any manufacturer) or approval of or by, or any notification of or filing with, any Governmental Authority or other person including the Federal Trade Commission or the Department of Justice is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan of Merger Agreement or the Transaction Documents to which the Company is a party Related Agreements or the consummation by the Company of the transactions contemplated hereby or thereby, except for: for (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the ShareholdersStockholders' Materials with respect to the adoption by the Shareholders stockholders of this Agreement Agreement, the Merger and the Plan of Merger; transactions contemplated hereby, (vii) the filing of the Plan this Agreement or a certificate or articles of Merger merger with the Treasurer Secretary of State of the State of New Jersey Delaware and the Pennsylvania Corporation Bureau and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; business and (viiiii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Company Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders stockholders to consummate the transactions contemplated by this Agreement or the Plan of MergerAgreement, including, without limitation, the Merger.

Authority; No Consents. The execution, delivery and performance by the Company Transferor of this Agreement and the Transaction Documents Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; Transferor and this Agreement and the other Transaction Documents to which the Company is a party have has been, and the Plan of Merger Ancillary Agreements to which it is a party when executed and delivered by the Company Transferor will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the CompanyTransferor, enforceable against the Company it in accordance with their respective terms terms, subject to (i) laws of general application relating to bankruptcy, fraudulent conveyanceinsolvency and the relief of debtors and (ii) rules of law governing specific performance, insolvencyinjunctive relief and other equitable remedies. Except for any notices, moratorium or similar laws affecting approvals and consents identified in Section 6.3 of the rights Transferor Disclosure Letter, and except for the consent of creditors generally or general equitable principles. Neither the stockholders of the Transferor, neither the execution, delivery and performance by the Transferor of this Agreement or the Transaction Documents Ancillary Agreements to which the Company Transferor is a party nor party, the consummation by the Company Transferor of the transactions contemplated hereby or thereby thereby, nor compliance by the Company Transferor with any provision hereof or thereof will: will (awith or without the giving of notice or lapse of time, or both) conflict with; (b) , result in any violations of (c) violation of, cause a default under (with or without due notice, lapse of time or both); (d) , give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (e) result in the creation of any Encumbrance on or against (x) any of the Acquired Assets, right (y) any assets, rights or property of the Company Transferor under any term, condition or provision of: (x) of any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, by which the Company, its properties, Assets Assigned Contracts or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; (yz) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company Transferor or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; rights, other than any such conflict, violation, default, right, loss or (z) the Company's Certificate or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of Merger, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan of Merger or the Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices Encumbrance that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company Effect, or materially impair the ability conflict with or result in any violation of the Company and the Shareholders to consummate the transactions contemplated by this Agreement Transferor’s Certificate of Incorporation or the Plan of Merger, including, without limitation, the MergerBylaws.

Authority; No Consents. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party Agreement of Merger and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the other Transaction Documents to which the Company is a party Agreement of Merger have been, and the Plan Agreement of Merger when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan Agreement of Merger when executed and delivered by the parties thereto will be, are the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms terms, subject to applicable bankruptcy, fraudulent conveyancereorganization, insolvency, moratorium or similar and other laws affecting the creditors' rights of creditors and remedies generally or from time to time in effect and to general equitable principles. Neither the execution, delivery and performance of this Agreement or the Transaction Documents to which the Company is a party Agreement of Merger nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: will (aA) conflict with; , (bB) result in any violations of of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company under any term, condition or provision of: of (xX) any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, or by which the Company, Company or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Certificate Charter or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of MergerAgreement, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, Agreement or the Plan Agreement of Merger or the Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: for (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer Secretary of State of the State of New Jersey Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; business and (viiii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders Stockholder to consummate the transactions contemplated by this Agreement or the Plan Agreement of Merger, including, without limitation, the Merger.

Authority; No Consents. The execution, delivery and performance by Seller of this Agreement and the Company of the Transaction Documents Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyBoard of Directors of the Seller; and this Agreement and the other Transaction Documents to which the Company is a party have has been, and the Plan of Merger Related Agreements to which it is a party when executed and delivered by the Company Seller will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the CompanySeller, enforceable against the Company it in accordance with their respective terms subject to bankruptcy, fraudulent conveyance, insolvency, moratorium or similar laws affecting the rights of creditors generally or general equitable principlesterms. Neither the The execution, delivery and performance of this Agreement or the Transaction Documents Related Agreements to which the Company it is a party nor party, the consummation by the Company Seller of the transactions contemplated hereby or thereby thereby, nor compliance by the Company Seller with any provision hereof or thereof will: will (aA) conflict with; , (bB) result in any violations of violation of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation EXECUTION COPY - APRIL 29, 2005 8 contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company Seller under any term, condition or provision of: of (x) any instrument or agreement to which the Company Seller is a party, or, to the knowledge of the Company, or by which the Company, Seller or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental AuthorityGOVERNMENTAL AUTHORITY") applicable to the Company Seller or any of its properties, Assets assets or rights except where the foregoing would not or conflict with or result in a Material Adverse Effect on the Company; or (z) the Companyany violation of Seller's Certificate Articles of Organization or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of Merger, no No permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person or entity is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder Seller of this Agreement, the Plan of Merger Agreement or the Transaction Documents to which the Company is a party Related Agreements or the consummation by Seller of the transactions contemplated hereby or thereby, except for: (ifor the consents listed in Section 3.1(d) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders to consummate the transactions contemplated by this Agreement or the Plan of Merger, including, without limitation, the MergerDisclosure Schedule.

Authority; No Consents. The execution, delivery and performance by ---------------------- the Company of this Agreement, the Transaction Documents Agreement of Merger and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party have been, and the Plan Agreement of Merger when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, are the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms subject to terms, and the Agreement of Merger when executed and delivered by the Company will be enforceable against the Company in accordance with its terms, except (1) as limited by applicable bankruptcy, fraudulent conveyance, insolvency, moratorium or similar reorganization, moratorium, and other laws of general application affecting the enforcement of creditors' rights of creditors generally or general by equitable principlesprinciples and (2) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Neither the execution, delivery and performance of this Agreement, the Transaction Documents Related Agreements to which the Company it is a party or the Agreement of Merger nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: will in any material respect (ai) conflict with; , (bii) result in any violations of violation of, (ciii) cause a default under (with or without due notice, lapse of time or both); , (div) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (ev) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company under any term, condition or provision of: of (xA) any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, or by which the Company, Company or any of its properties, Assets assets or rights may be bound bound, (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; (yB) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company or any of its properties, Assets assets or rights except where rights, (C) the foregoing would not result in a Material Adverse Effect on the Company; Charter or By-laws or (zD) the Company's Certificate or byCertrac Charter, the Certrac By-laws, as amended through the date hereofMemorandum or the Articles. Except as contemplated by this Agreement or set forth in Section 3.1(d) of the Plan of MergerCompany Disclosure Schedule, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan Agreement of Merger or the Transaction Documents to which the Company is a party Related Agreements or the consummation by the Company of the transactions contemplated hereby or thereby, except for: for (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v1) the filing of the Plan of Merger Delaware Certificate with the Treasurer Secretary of State of the State of Delaware and the New York Certificate with the Secretary of State of the State of New Jersey York and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; business and (vii2) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Company Material Adverse Effect Effect, a material adverse effect on the Company Safe Ltd. or its business, properties, condition (financial or otherwise), assets, Liabilities, operations, results of operations, prospects or affairs (a "Safe Ltd. Material Adverse Effect"), a material adverse effect on Certrac or its business, properties, condition (financial or otherwise), assets, Liabilities, operations, results of operations, prospects or affairs (a "Certrac Material Adverse Effect") or materially impair the ability of the Company and the Shareholders Management Stockholders to consummate the transactions contemplated by this Agreement or the Plan Agreement of Merger, including, without limitation, the Merger.

Authority; No Consents. The execution, delivery and performance by the Company of this Agreement, the Transaction Documents Certificate of Merger and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party have been, and the Plan Certificate of Merger when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents Related Agreements to which the Company it is a party is, and the Plan of Merger when which are being executed and delivered by the parties thereto will be, concurrently herewith are the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms subject to bankruptcyterms, fraudulent conveyanceand the Certificate of Merger and other Related Agreements being executed at the Closing, insolvencywhen executed and delivered by the Company, moratorium or similar laws affecting will be enforceable against the rights of creditors generally or general equitable principlesCompany in accordance with its and their terms. Neither Except as set forth on Schedule 3.1(d), neither the execution, delivery and performance of this Agreement, the Transaction Documents Related Agreements to which the Company it is a party or the Certificate of Merger nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: will in any material respect (aA) conflict with; , (bB) result in any violations of of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance (hereinafter defined) on or against any Assetsassets, right rights or property of the Company under any term, condition or provision of: of (x) any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, or by which the Company, Company or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality Governmental Authority ("Governmental Authority"hereinafter defined) applicable to the Company or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Certificate Charter or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or set forth in Section 3.1(d) of the Plan of MergerCompany Disclosure Schedule, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan Certificate of Merger or the Transaction Documents to which the Company is a party Related Agreements or the consummation by the Company of the transactions contemplated hereby or thereby, except for: for (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan Certificate of Merger with the Treasurer New York State Department of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; business and (viiii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Company Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders stockholders to consummate the transactions contemplated by this Agreement or the Plan Certificate of Merger, including, without limitation, the Merger.

Authority; No Consents. (i) The execution, delivery and performance by the Company each of the Transaction Documents to which it is a party Sellers and the Seller Parent of this Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each of the Company; Sellers and this the Seller Parent. This Agreement and the other Transaction Documents to which the Company is a party Related Agreements have been, and the Plan of Merger when executed and delivered by the Company will be, been duly and validly executed and delivered by the Companydelivered, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, are the valid and binding obligations of each of the CompanySellers or the Seller Parent, respectively, enforceable against each of the Company Sellers and the Seller Parent in accordance with their respective terms subject to terms; except as the enforceability thereof may be limited by bankruptcy, fraudulent conveyanceinsolvency, insolvencyreorganization, moratorium or similar laws relating to or affecting the rights of creditors generally or and by general equitable principles. principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Neither the execution, delivery and performance of this Agreement or the Transaction Documents to which Related Agreements by each of the Company is a party Sellers and the Seller Parent, nor the consummation by each of the Company Sellers or the Seller Parent of the transactions contemplated hereby or thereby thereby, nor compliance by each of the Company Sellers or the Seller Parent with any provision hereof or thereof will: will in any material respect (aA) conflict with; , (bB) result in any violations of violation of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance (as defined in Section 3.1(g)) on or against any Assetsassets, right rights or property of either of the Company Sellers or the Seller Parent under any term, condition or provision of: of (x) any instrument or agreement to which either of the Company Sellers or the Seller Parent is a party, or, to the knowledge or by which either of the Company, by which Sellers or the Company, its Seller Parent or any of their respective properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any FederalGovernmental Authority (as defined in Section 3.1(m)) (each a "LAW", stateand collectively, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality (the "Governmental AuthorityLAWS") applicable to either of the Company Sellers or the Seller Parent or any of its their respective properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Certificate of Incorporation or by-laws, as amended through laws of either of the date hereof. Except as contemplated by this Agreement Sellers or the Plan of Merger, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan of Merger or the Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders to consummate the transactions contemplated by this Agreement or the Plan of Merger, including, without limitation, the MergerSeller Parent.

Authority; No Consents. The execution, delivery and performance by the Company Transferor of this Agreement and the Transaction Documents Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; Transferor and this Agreement and the other Transaction Documents to which the Company is a party have has been, and the Plan of Merger Ancillary Agreements to which it is a party when executed and delivered by the Company Transferor will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the CompanyTransferor, enforceable against the Company it in accordance with their respective terms terms, subject to (i) laws of general application relating to bankruptcy, fraudulent conveyanceinsolvency and the relief of debtors and (ii) rules of law governing specific performance, insolvencyinjunctive relief and other equitable remedies. Except for any notices, moratorium or similar laws affecting approvals and consents identified in Section 6.3 of the rights Transferor Disclosure Letter, and except for the consent of creditors generally or general equitable principles. Neither the stockholders of the Transferor, neither the execution, delivery and performance by the Transferor of this Agreement or the Transaction Documents Ancillary Agreements to which the Company Transferor is a party nor party, the consummation by the Company Transferor of the transactions contemplated hereby or thereby thereby, nor compliance by the Company Transferor with any provision hereof or thereof will: will (awith or without the giving of notice or lapse of time, or both) conflict with; (b) , result in any violations of (c) violation of, cause a default under (with or without due notice, lapse of time or both); (d) , give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (e) result in the creation of any Encumbrance on or against (x) any of the Acquired Assets, right (y) any assets, rights or property of the Company Transferor under any term, condition or provision of: (x) of any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, by which the Company, its properties, Assets Assigned Contracts or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; (yz) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company Transferor or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; rights, other than any such conflict, violation, default, right, loss or (z) the Company's Certificate or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of Merger, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan of Merger or the Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices Encumbrance that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company Effect, or materially impair the ability conflict with or result in any violation of the Company and the Shareholders to consummate the transactions contemplated by this Agreement Transferor's Certificate of Incorporation or the Plan of Merger, including, without limitation, the MergerBylaws.

Authority; No Consents. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this the Agreement and the other Transaction Documents to which the Company is a party have been, and the Plan of Merger when executed and delivered by the Company will be, been duly and validly executed and delivered by the Company, and this the Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms subject to bankruptcy, fraudulent conveyance, insolvency, moratorium or similar laws affecting the rights of creditors generally or general equitable principles. Neither Except as set forth on Schedule 4.5(i) neither the execution, delivery and performance of the Transaction Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: (a) conflict with; (b) result in any violations of (c) cause a default under (with or without due notice, lapse of time or both); (d) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; or (e) result in the creation of any Encumbrance on or against any Assets, right or property of the Company under any term, condition or provision of: (x) any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, by which the Company, its properties, Assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("?Governmental Authority"?) applicable to the Company or any of its properties, Assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Company?s Certificate or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of MergerAgreement, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder Key Stockholder of this Agreement, the Plan of Merger Agreement or the Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange Nasdaq with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger, if any; (iiiii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-blue- sky authorities as are required in connection with the transactions contemplated hereby, if any; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (viii) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (viiv) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.54.5(ii); and (viiv) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders Stockholders of the Company (the "Stockholders") to consummate the transactions contemplated by this Agreement or the Plan of MergerAgreement, including, without limitation, the Merger.

Authority; No Consents. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the other Transaction Documents to which the Company is a party have been, and the Plan of Merger when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms subject to bankruptcy, fraudulent conveyance, insolvency, moratorium or similar laws affecting the rights of creditors generally or general equitable principles. Neither the execution, delivery and performance of the Transaction Documents to which the Company is a party party, nor the consummation by the Company of the transactions contemplated hereby or thereby thereby, nor compliance by the Company with any provision hereof or thereof will: (a) conflict with; (b) result in any violations of of, (c) cause a default under (with or without due notice, lapse of time or both); (d) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; or (e) result in the creation of any Encumbrance on or against any Assets, right or property of the Company under any term, condition or provision of: (x) any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, by which the Company, its properties, Assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality (collectively, the "Governmental Authority") applicable to the Company or any of its properties, Assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Certificate or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of Merger, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan of Merger or Merger, the Transaction Documents to which the Company is a party party, or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(Aof (A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options Consideration and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Parent Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange NASDAQ with respect to Parent Common Stock and Parent Warrants to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.54.6; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders to consummate the transactions contemplated by this Agreement or the Plan of Merger, including, without limitation, the Merger.

Authority; No Consents. The execution, delivery and performance by DCI ---------------------- of this Agreement, the Company Certificate of Merger and Articles of Merger and the Transaction Documents Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyDCI; and this Agreement and the other Transaction Documents to which the Company is a party have has been, and the Plan Certificate of Merger and Articles of Merger and the Related Agreements to which it is a party when executed and delivered by the Company DCI will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the CompanyDCI, enforceable against the Company it in accordance with their respective terms subject to terms, except as the enforceability thereof may be limited by bankruptcy, fraudulent conveyanceinsolvency, insolvencyreorganization, moratorium or similar laws relating to or affecting the rights of creditors generally or and by general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing. Neither Except as set forth in Section 3.1(d) of the Disclosure Schedule, neither the execution, delivery and performance of this Agreement, the Transaction Documents Related Agreements to which the Company it is a party or the Certificate of Merger or Articles of Merger nor the consummation by the Company DCI of the transactions contemplated hereby or thereby nor compliance by the Company DCI with any provision hereof or thereof will: will in any material respect (aA) conflict with; , (bB) result in any violations of violation of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance Encumbrance) on or against any Assetsassets, right rights or property of the Company DCI under any term, condition or provision of: of (x) any instrument or agreement to which the Company DCI is a party, or, to the knowledge of the Company, or by which the Company, DCI or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") applicable to the Company DCI or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the CompanyDCI's Certificate of Incorporation or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or set forth in Section 3.1(d) of the Plan of MergerDisclosure Schedule, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder DCI of this Agreement, the Plan Certificate of Merger and Articles of Merger or the Transaction Documents to which the Company is a party Related Agreements or the consummation by DCI of the transactions contemplated hereby or thereby, except for: for (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan Certificate of Merger with the Treasurer Secretary of State of the State of New Jersey Delaware and appropriate documents the Articles of Merger with the relevant authorities Secretary of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws State of Indiana, as set forth on Schedule 4.5; applicable, and (viiii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a DCI Material Adverse Effect on the Company or materially impair the ability of the Company DCI and the Shareholders Stockholders to consummate the transactions contemplated by this Agreement or the Plan Certificate of Merger and Articles of Merger, including, without limitation, the Merger.

Authority; No Consents. The execution, delivery and performance by the Company of this Agreement, the Transaction Documents to which it is a party Articles of Merger and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the other Transaction Documents to which the Company is a party Articles of Merger have been, and the Plan Articles of Merger when executed and delivered by the Company will be, be duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan Articles of Merger when executed and delivered by the parties thereto will be, are the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms terms, subject to applicable bankruptcy, fraudulent conveyancereorganization, insolvency, moratorium or similar and other laws affecting the creditors, rights of creditors and remedies generally or from time to time in effect and to general equitable principles. Neither the execution, delivery and performance of this Agreement or the Transaction Documents to which the Company is a party Articles of Merger nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: will (aA) conflict with; , (bB) result in any violations of of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company under any term, condition or provision of: of (x) any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, or by which the Company, Company or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Certificate Charter or byBy-laws, as amended through the date hereofLaws. Except as contemplated by this Agreement or the Plan of MergerAgreement, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, Agreement or the Plan Articles of Merger or the Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: for (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan Articles of Merger with the Treasurer Secretary of State of the State of New Jersey Virginia and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; business and (viiii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders Company Principals to consummate the transactions contemplated by this Agreement or the Plan Articles of Merger, including, without limitation, the Merger.

Authority; No Consents. The execution, delivery and performance by the Company Seller of the Transaction Documents to which it is a party this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the CompanySeller; and this Agreement and the other Transaction Documents to which the Company is a party have been, and the Plan of Merger when executed and delivered by the Company Seller will be, duly and validly executed and delivered by the Company, Seller; and this Agreement and the other Transaction Documents to which the Company is a party isvalid and binding obligation of the Seller, and enforceable against the Plan of Merger Seller in accordance with its terms, when executed and delivered by the parties thereto Seller, will be, the be a valid and binding obligations obligation of the CompanySeller, enforceable against the Company Seller in accordance with their respective terms subject to its terms, except as such enforceability may be limited by equitable principles and by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, arrangement, moratorium or and similar laws relating to or affecting the rights of creditors generally or general equitable principlesgenerally. Neither Except as set forth in Section 2.1(b) of the Seller Disclosure Schedule, neither the execution, delivery and performance of the Transaction Documents to which the Company is a party this Agreement nor the consummation by the Company Seller of the transactions contemplated hereby hereby, or thereby nor compliance by the Company Seller with any provision hereof or thereof will: will (aA) conflict with; , (bB) result in any violations of violation of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Seller or the Company under any term, condition or provision of: of (x) any instrument instrument, contract or agreement to which the Seller or the Company is a party, or, to the knowledge of the Company, or by which the Company, its Seller or the Company or any of their respective properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Seller or the Company or any of its their respective properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the CompanySeller's Certificate partnership agreement or by-lawsthe Operating Agreement except with respect to clauses (x) or (y) above, as amended through the date hereofany such conflict, violation, default, right of termination, amendment, cancellation or acceleration or Encumbrance which could not reasonably be expected to have a Material Adverse Effect. Except as contemplated by this Agreement or set forth on Section 2.1(b) of the Plan of MergerSeller Disclosure Schedule, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder Seller of this Agreement, the Plan of Merger or the Transaction Documents to which the Company is a party Agreement or the consummation by the Seller of the transactions contemplated hereby or thereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would are not have reasonably likely to result in a Material Adverse Effect on the Company or materially impair the ability of the Company Seller and each of the Shareholders Partners to consummate the transactions contemplated by this Agreement Agreement. As used in this Agreement, the term "Encumbrances" shall mean and include security interests, mortgages, liens, pledges, guarantees, charges, easements, reservations, restrictions, clouds, equities, rights of way, options, rights of first refusal and all other encumbrances, whether or not relating to the extension of credit or the Plan borrowing of Merger, including, without limitation, money; the Mergerterm “Encumbrances” shall not mean or include any claim or liability for any infringement or other violation of any third-party Intellectual Property Right.

Authority; No Consents. The Except as set forth in Section 6.3(i) of the Seller Disclosure Schedule, subject to compliance with the applicable provisions of the Bankruptcy Code and the entry by the Bankruptcy Court of the Final Approval Order prior to the Closing, the execution, delivery and performance by the Company Seller of this Agreement and the Transaction Documents Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; Seller and this Agreement and the other Transaction Documents to which the Company is a party have has been, and the Plan of Merger Ancillary Agreements to which it is a party when executed and delivered by the Company Seller will be, duly and validly executed and delivered by the Company, and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations of the CompanySeller, enforceable against the Company it in accordance with their respective terms terms, subject to (i) laws of general application relating to bankruptcy, fraudulent conveyanceinsolvency and the relief of debtors and (ii) rules of law governing specific performance, insolvencyinjunctive relief and other equitable remedies. Except as set forth in Section 6.3(ii) of the Seller Disclosure Schedule, moratorium subject to compliance with the applicable provisions of the Bankruptcy Code and the entry by the Bankruptcy Court of the Final Approval Order and the payment by the Purchaser or similar laws affecting the rights Seller of creditors generally or general equitable principles. Neither all applicable Cure Costs prior to the Closing, neither the execution, delivery and performance by the Seller of this Agreement or the Transaction Documents Ancillary Agreements to which the Company Seller is a party nor party, the consummation by the Company Seller of the transactions contemplated hereby or thereby thereby, nor compliance by the Company Seller with any provision hereof or thereof will: will (aI) (A) conflict with; , (bB) result in any violations of violation of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company Seller under any term, condition or provision of: of (x) any instrument or agreement to which the Company is a party, or, to the knowledge of the Company, by which the Company, its properties, Assets Assigned Contracts and Leases or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company Seller or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; rights, other than any such conflict, violation, default, right, loss or (z) the Company's Certificate or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or the Plan of Merger, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, the Plan of Merger or the Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices Encumbrance that may be required under Environmental Laws as set forth on Schedule 4.5; and (vii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on the Company Effect, or materially impair the ability (II) conflict with or result in any violation of the Company and the Shareholders to consummate the transactions contemplated by this Agreement Seller’s Certificate of Incorporation or the Plan of Merger, including, without limitation, the MergerBylaws.

Authority; No Consents. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party Agreement of Merger and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and the other Transaction Documents to which the Company is a party have been, and the Plan Agreement of Merger when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, ; and this Agreement and the other Transaction Documents to which the Company is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective terms subject to bankruptcyits terms, fraudulent conveyanceand the Agreement of Merger, insolvencywhen executed and delivered by the Company, moratorium or similar laws affecting will be a valid and binding obligation of the rights Company, enforceable against the Company in accordance with its terms. Except as set forth in Section 3.1(d) of creditors generally or general equitable principles. Neither the Company Disclosure Schedule, neither the execution, delivery and performance of this Agreement or the Transaction Documents to which the Company is a party Agreement of Merger nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: will (aA) conflict with; , (bB) result in any violations of violation of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; under or (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company under any term, condition or provision of: of (x) any instrument instrument, contract or agreement to which the Company is a party, or, to the knowledge of the Company, or by which the Company, Company or any of its properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company or any of its properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the Company's Certificate Charter or by-laws, as amended through the date hereof. Except as contemplated by this Agreement or set forth on Section 3.1(d) of the Plan of MergerCompany Disclosure Schedule, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder of this Agreement, Agreement or the Plan Agreement of Merger or the Transaction Documents to which consummation by the Company is a party or the consummation of the transactions contemplated hereby or thereby, except for: for (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby; (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer Secretary of State of the State of New Jersey Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; , and (viiii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would are not have reasonably likely to result in a Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders Stockholder to consummate the transactions contemplated by this Agreement or the Plan Agreement of Merger, including, without limitation, the MergerMerger (each of which actions reflected in clauses (i) and (ii) above is to be taken by the Company on a timely basis).

Authority; No Consents. The execution, delivery and performance by the Company Purchaser of this Agreement and each of the Transaction Documents Related Agreements to which it the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyPurchaser; and this Agreement and each of the other Transaction Documents Related Agreements to which the Company Purchaser is a party have been, and the Plan of Merger when executed and delivered by the Company will be, been duly and validly executed and delivered by the CompanyPurchaser, and this Agreement and the other Transaction Documents Related Agreements to which the Company Purchaser is a party is, and the Plan of Merger when executed and delivered by the parties thereto will be, the are valid and binding obligations of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with their respective terms subject terms, except to the extent that enforceability may be limited by applicable bankruptcy, fraudulent conveyancereorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by principles of creditors generally equity regardless of whether such enforceability is considered a proceeding in law or general equitable principlesequity. Neither Except as set forth in Schedule 2.3(d) to the Purchaser Disclosure Schedule, neither the execution, delivery and performance by Purchaser of this Agreement and the Transaction Documents Related Agreements to which the Company Purchaser is a party party, nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: thereby, will (aA) conflict with; , (bB) result in any violations of of, (cC) cause a default under (with or without due notice, lapse of time or both); , (dD) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under; or , (eE) result in the creation of any Encumbrance on or against any Assetsassets, right rights or property of the Company Purchaser or any Purchaser Subsidiary under any term, condition or provision of: of (x) any instrument (including any outstanding securities of Purchaser) or agreement to which the Company Purchaser or any Purchaser Subsidiary is a party, or, to the knowledge of the Company, or by which the Company, its Purchaser or any Purchaser Subsidiary or any of their properties, Assets assets or rights may be bound (except as shall have been waived or with respect to which consent shall have been obtained prior to the Closing) except where the foregoing would not result in a Material Adverse Effect on the Company; bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality ("Governmental Authority") Authority applicable to the Company Purchaser or Purchaser Subsidiary or any of its their properties, Assets assets or rights except where the foregoing would not result in a Material Adverse Effect on the Company; or (z) the CompanyPurchaser's Certificate or Purchaser Subsidiary's Charter or by-laws, as amended through the date hereof, respectively, which conflict, breach, default, violation or other event would prevent or materially adversely affect the consummation of the transactions contemplated by this Agreement or any Related Agreement to which Purchaser is a party. Except as contemplated by this Agreement or the Plan of MergerAgreement, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Company and each Principal Shareholder Purchaser of this Agreement, the Plan of Merger Agreement or the Transaction Documents Related Agreements to which the Company it is a party or the consummation of the transactions contemplated hereby or thereby, except for: other than (i) the filing with the Securities and Exchange Commission (the "SEC") of(A) Form S-4 with respect to the Merger Shares, the shares SEC of Parent Common Stock to be issued in exchange for Vested Company Options and the shares of Parent Common Stock reserved for issuance upon exercise of the assumed Unvested Company Options and Company Warrants (as to which the option or warrant holder is, by the terms of the Company option plan or warrant in effect, entitled upon exercise of the option or warrant, to receive registered stock) (the "S-4") and (B) such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Plan of Merger Agreement and the transactions contemplated hereby and thereby; hereby, (ii) such filings as may be required by the American Stock Exchange with respect to Parent Common Stock to be issued in connection with the Merger and the Company Warrants and Company Options to be assumed by Parent in the Merger; (iii) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby; (iv) the distribution of the Shareholders' Materials with respect to the adoption by the Shareholders of this Agreement and the Plan of Merger; (v) the filing of the Plan of Merger with the Treasurer of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (vi) the filings or notices that may be required under Environmental Laws as set forth on Schedule 4.5; hereby and (viiiii) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not have a Purchaser Material Adverse Effect on the Company or materially impair the ability of the Company and the Shareholders Purchaser to consummate the transactions contemplated by this Agreement or the Plan of MergerAgreement, including, without limitation, the MergerAcquisition.