Common use of Authority; Non-Contravention Clause in Contracts

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent the Company. Each Transaction Document has been duly executed and Merger Subdelivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the Parent Stockholder Approvals effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies (collectively, the “Enforceability Exceptions”). The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (i) declared that this Agreement and the filing Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Certificate Company and the Company Stockholders, (ii) approved this Agreement in accordance with Applicable Law and (iii) directed that the adoption of this Agreement and approval of the principal terms of the Merger pursuant be submitted to Delaware Lawthe Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative vote votes of (i) the holders of at least a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent Company Common Stock pursuant and Company Preferred Stock (voting together as a single voting class on an as-converted to the MergerCompany Common Stock basis), (ii) the holders of a majority of the outstanding shares of Parent Company Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, (voting as a separate voting class on an as-converted basis) and (iii) the holders of at least a majority sixty-six and two-thirds percent of the voting power of all of then outstanding shares of Parent Common Company Preferred Stock is sufficient to amend Parent's Bylaws to increase (voting as a separate voting class) are the authorized number only votes of directors of Parent, and no other approval of any holder of any securities the holders of Company is required in connection with Capital Stock necessary to adopt this Agreement and approve the consummation principal terms of the transactions contemplated hereby. This Agreement has been duly executed Merger under the DGCL, the Certificate of Incorporation and delivered by the Bylaws, each as in effect at the time of Parent such adoption and Merger Sub andapproval (collectively, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity“Company Stockholder Approval”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and the Merger Agreement and, (i) subject to obtaining the Company Shareholder Approval, to consummate the transactions contemplated herebyhereby to which it is a party (other than the Merger) and (ii) subject to obtaining the Subsequent Company Shareholder Approval, to consummate the Merger. The execution execution, delivery and delivery performance of this Agreement and the Merger Agreement by the Company and the consummation of the transactions contemplated hereby and thereby to which it is a party have been duly authorized by all necessary corporate action on the part of Parent the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Merger SubAgreement or to consummate the transactions contemplated hereby or thereby, subject only to obtaining the Parent Stockholder Approvals and Company Shareholder Approval and, in the filing case of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Subsequent Company is required in connection with the consummation of the transactions contemplated herebyShareholder Approval. This Agreement has been duly executed and delivered by each of Parent the Company and Merger Sub and, (assuming the due authorization, execution and delivery by Company, constitute the other parties hereto) constitutes a valid and binding obligations obligation of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as enforceability may be to the extent enforcement is limited by bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding at law or in equity). Subject to the terms and conditions of this Agreement, the Merger Agreement will be duly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties thereto) when so executed and delivered, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding at law or in equity). The Required Company Vote is the rights only vote of creditors generally and general principles the holders of equityany class or series of the share capital of the Company or other securities necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby (other than the Merger). The Subsequent Company Shareholder Approval is the only vote of the holders of any class or series of the share capital of the Company or other securities necessary to approve the Merger.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to obtaining the Company Stockholder Approval, to consummate the transactions contemplated herebyMerger and the other Transactions. The execution and delivery of this Agreement and and, subject to obtaining the Company Stockholder Approval, the consummation of the transactions contemplated hereby Merger and the other Transactions, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyCompany. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery thereof by Companyeach of the other parties hereto, constitute constitutes the valid and binding obligations obligation of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and general principles (ii) Applicable Legal Requirements governing specific performance, injunctive relief and other equitable remedies (collectively, the “Enforceability Limitations”). The Company Board, by resolutions duly adopted prior to or on the Agreement Date (and, subject to Section 5.3, not thereafter modified or rescinded in a manner adverse to Parent or that would materially impair or delay the consummation of equitythe Merger) by the unanimous vote of the full Company Board, has (i) approved this Agreement and the Merger, (ii) determined that the Merger and the terms and conditions of this Agreement are fair to, advisable and in the best interests of the Company and the Company’s stockholders and (iii) directed that the adoption of this Agreement be submitted to the Company’s stockholders for consideration and recommended that all of the Company’s stockholders adopt this Agreement. Subject to the accuracy of the representation set forth in Section 3.4, the affirmative vote of the Company’s stockholders holding a majority of all shares of Company Common Stock issued and outstanding on the record date set for the determination of stockholders entitled to vote on such matter at the Company Stockholder Meeting (such affirmative vote, the “Company Stockholder Approval”) is the only vote of the Company’s stockholders necessary to adopt this Agreement under Applicable Legal Requirements and the Company’s certificate of incorporation and bylaws.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub (including, in the case of Merger Sub, all shareholder action by Parent as its sole stockholder), subject only to the approval of the issuance of the shares of Parent Stockholder Approvals Common Stock pursuant to the Merger and approval of an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, subject to and upon consummation of the Merger, and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote in favor of such issuance and an amendment to Parent's Certificate of Incorporation by TCI Internet Holdings, Inc. (i"TCI") is currently sufficient, and, to the holders of extent TCI shall not have breached the Parent Voting Agreement to which it is a majority in interest party and to the extent such Parent Voting Agreement shall not have terminated by its terms, will be sufficient at the time of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient Stockholders Meeting, for Parent's stockholders to approve the such issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyamendment. This Agreement has been duly executed and delivered by each of Parent and Merger Sub andSub, and assuming the due authorization, execution and delivery by the Company, constitute the a valid and binding obligations obligation of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their respective terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not, (i) subject to the approval of an amendment to Parent's Certificate of Incorporation to appropriately increase the authorized number of shares of Parent Common Stock, conflict with the Parent Charter Documents, (ii) subject to obtaining the approval by Parent's stockholders of the issuance of the shares of Parent Common Stock pursuant to the Merger and an amendment to Parent's Certificate of Incorporation to appropriately increase the authorized number of shares of Parent Common Stock as contemplated in Section 5.3 and compliance with the requirements set forth in Section 3.4(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties are bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair Parent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material Encumbrance on any of the material properties or assets of Parent or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective assets are bound or affected. Merger Sub was formed for the purpose of consummating the Merger and has no material assets or liabilities. Part 2.4(a) of the Parent Schedules lists all consents, waivers and approvals under any of the Company's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to Parent as a result of the Merger.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Neoforma has all requisite corporate power and authority to enter into this Agreement and the Related Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger SubNeoforma, subject only to the Parent Neoforma Stockholder Approvals and the filing of the Certificate Agreement of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Neoforma Stockholders' Meeting is sufficient for ParentNeoforma's stockholders to approve the issuance of shares of Parent Neoforma Common Stock in the Merger and pursuant to the Merger, (ii) Related Agreements and the affirmative vote of the holders of a majority of the outstanding shares of Parent Neoforma Common Stock entitled to vote is sufficient for ParentNeoforma's stockholders to amend Parentapprove the amendment to Neoforma's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of ParentIncorporation, and no other approval of any holder of any securities of Company Neoforma is required in connection with the consummation of the transactions contemplated hereby. This Agreement has and the Related Agreements have been duly executed and delivered by each of Parent and Merger Sub Neoforma, and, assuming the due authorization, execution and delivery by CompanyHealthvision or the other parties thereto, constitute the valid and binding obligations of Parent and Merger Sub, respectivelyNeoforma, enforceable against Parent and Merger Sub Neoforma in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

Authority; Non-Contravention. The Board of Directors of PEC has declared the Merger and an amendment to PEC's Certificate of Incorporation to increase the number of authorized shares of PEC Common Stock to 150,000,000 shares (athe "Charter Amendment") Each fair to and advisable and in the best interests of Parent and Merger Sub the stockholders of PEC. PEC has all requisite corporate power and authority to enter into this Agreement and, subject to the approval of the Merger and the Charter Amendment by the stockholders of PEC, to consummate the Merger and the other transactions contemplated hereby. The execution and delivery by PEC of this Agreement and any Stock Option Assumption Agreements (as defined in Section 5.7) or Warrant Assumption Agreements (as defined in Section 5.8) and the consummation by PEC of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger SubPEC, subject only to such approval of the Parent Stockholder Approvals Merger and the filing Charter Amendment by the stockholders of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyPEC. This Agreement has been duly executed and delivered by each of Parent PEC and Merger Sub and, (assuming the due valid authorization, execution and delivery of this Agreement by Company, constitute the UTI) constitutes a valid and binding obligations obligation of Parent and Merger Sub, respectively, PEC enforceable against Parent and Merger Sub PEC in accordance with their its terms, except as to the extent enforceability may be limited by bankruptcy and bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of creditors generally and general principles of equity.equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Merger, the Charter Amendment and the filing of a registration statement with the SEC by PEC on Form S-4 under the Securities Act of 1933, as amended (together with the rules and

Authority; Non-Contravention. (a) Each As of Parent the Agreement Date, (i) each of Acquirer and Merger Sub Holdco has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and (subject to approval of the Acquirer Restated Charter by the requisite stockholders of Acquirer in the case of the filing of the Acquirer Restated Charter) to consummate the transactions contemplated hereby. The Transactions, (ii) the execution and delivery of this Agreement and the other Transaction Documents to which Acquirer or Holdco is a party and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger SubAcquirer or Holdco, subject only to as the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Mergercase may be, and (iii) each of this Agreement and the holders of at least other Transaction Documents to which Acquirer or Holdco is a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement party has been duly executed and delivered by each of Parent Acquirer and Merger Sub Holdco and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by Companythe other parties hereto and thereto, constitute constitutes the valid and binding obligations of Parent Acquirer and Merger Sub, respectively, Holdco enforceable against Parent Acquirer and Merger Sub Holdco in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting subject only to the rights effect, if any, of creditors generally and general principles the Enforceability Exceptions. As of equitythe Agreement Date, the stockholders of Acquirer that are party to the voting agreement pursuant to which such stockholders have agreed to vote their shares of Acquirer stock in favor of the adoption of the Acquirer Restated Charter hold sufficient shares of Acquirer stock to approve the filing of the Acquirer Restated Charter.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent the Company. Each Transaction Document has been duly executed and Merger Subdelivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the Parent Stockholder Approvals effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (i) declared that this Agreement and the filing Transactions upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Certificate Company and the Company Stockholders, (ii) approved this Agreement in accordance with Applicable Law and (iii) directed that the adoption of Merger pursuant this Agreement be submitted to Delaware Lawthe Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Company Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number only vote of directors of Parent, and no other approval of any holder of any securities the holders of Company is required Capital Stock necessary to adopt this Agreement and approve the Transactions under the DGCL, the Certificate of Incorporation and the Bylaws, each as in connection with effect at the consummation time of such adoption and approval (collectively, the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity“Company Stockholder Approval”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to obtaining the Company Stockholder Approval, to consummate the transactions contemplated herebyMerger and the other Transactions. The execution and delivery of this Agreement and and, subject to obtaining the Company Stockholder Approval, the consummation of the transactions contemplated hereby Merger and the other Transactions, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyCompany. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery thereof by Companyeach of the other parties hereto, constitute constitutes the valid and binding obligations obligation of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and general principles (ii) Applicable Legal Requirements governing specific performance, injunctive relief and other equitable remedies (collectively, the “Enforceability Limitations”). The Company Board, by resolutions duly adopted on or prior to the Agreement Date (and, subject to Section 5.3, not thereafter modified or rescinded in a manner adverse to Parent) by the unanimous vote of equitythe members of the Company Board participating in such vote, has (i) approved this Agreement and the Merger, (ii) determined that the Merger and the terms and conditions of this Agreement are fair to, advisable and in the best interests of the Company and the Company’s stockholders and (iii) directed that the adoption of this Agreement be submitted to the Company’s stockholders for consideration and recommended that all of the Company’s stockholders adopt this Agreement. Subject to the accuracy of the representation set forth in Section 3.4, the affirmative vote of the Company’s stockholders holding a majority of all shares of Company Common Stock issued and outstanding on the record date set for the determination of stockholders entitled to vote on such matter at the Company Stockholder Meeting (such affirmative vote, the “Company Stockholder Approval”) is the only vote of the Company’s stockholders necessary to adopt this Agreement under Applicable Legal Requirements and the Company’s certificate of incorporation and bylaws.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and and, subject to obtaining the Parent Shareholder Approval, to consummate the transactions contemplated hereby. Bid Sub and Merger Sub will have all requisite corporate power and authority to enter into this Agreement and the Merger Agreement, to consummate the transactions contemplated hereby and thereby (other than the Merger), and subject to the affirmative vote of Bid Sub as the sole quota holder of Merger Sub at the quota holder’s meeting of Merger Sub approving the Merger (the “Merger Sub Vote”), to consummate the Merger. The execution execution, delivery and delivery performance of this Agreement and the Merger Agreement by each of Parent (with respect to this Agreement only), Bid Sub and Merger Sub and the consummation of the transactions contemplated hereby and thereby to which Parent (with respect to this Agreement only), Bid Sub and Merger Sub are a party have been duly authorized by all necessary corporate action on the part Parent’s part, and will have been duly authorized by all necessary corporate action on each of Parent Bid Sub’s and Merger Sub, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent’s part, and no other approval of any holder of any securities of Company is required in connection with corporate proceedings on its part are or will be (as applicable) necessary to authorize this Agreement or the consummation of Merger Agreement or to consummate the transactions contemplated herebyhereby or thereby, subject to obtaining the Merger Sub Vote and the Parent Shareholder Approval. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, (assuming the due authorization, execution and delivery by Company, constitute the other parties hereto) constitutes a valid and binding obligations obligation of Parent it, enforceable against it in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding at law or in equity). Subject to the terms and conditions of this Agreement, the Merger Agreement will be duly executed and delivered by Bid Sub and Merger Sub and (assuming the due authorization, execution and delivery by the other parties thereto), when so executed and delivered, will constitute a valid and binding obligation of Bid Sub and Merger Sub, respectively, enforceable against Parent Bid Sub and Merger Sub in accordance with their its terms, except as enforceability may be to the extent enforcement is limited by bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general applicability relating to or affecting the creditors’ rights of creditors generally and to general equitable principles of (whether considered in a proceeding at law or in equity).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Stockholder Approval, to consummate the transactions contemplated herebyby this Agreement. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject to the Stockholder Approval. Assuming that Parent and Merger Sub, subject only to the Parent Stockholder Approvals and the filing its Affiliates are not “interested stockholders” for purposes of Section 203 of the Certificate of Merger pursuant to Delaware Law. The affirmative DGCL, the only vote of (i) the holders of a majority in interest stockholders of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders Company necessary to approve the issuance of shares of Parent Common Stock pursuant to Merger is the Merger, affirmative vote (iiin person or by proxy) the holders of a majority of the votes entitled to be cast by the holders of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased (the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger“Stockholder Approval”), and (iii) no vote on the part of the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Series A Convertible Preferred Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with this Agreement or the consummation of the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by each of Parent the Company and Merger Sub and, (assuming the due valid authorization, execution and delivery of this Agreement by CompanyParent and Sub, constitute the as applicable) constitutes a valid and binding obligations obligation of Parent and Merger Sub, respectively, the Company enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy and bankruptcy, insolvency, moratorium or other similar laws Laws affecting the or relating to enforcement of creditors’ rights of creditors generally and or by general principles of equity. The Board of Directors of the Company has (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and (ii) the Board of Directors of the Company has approved this Agreement and the Merger and the other transactions contemplated hereby and has resolved, subject to its right to change its recommendation in accordance with Section 6.3, to recommend adoption of this Agreement and the Merger and the other transactions contemplated hereby to the holders of the outstanding shares of Common Stock. The Board of Directors of the Company has directed that this Agreement be submitted to the holders of the outstanding shares of Common Stock for their adoption in accordance with this Agreement.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the transactions contemplated hereby, subject only to (i) approval by Parent’s stockholders of the issuance of Parent Common Stock in connection with the Merger as required under the rules of Nasdaq (the “Parent Stockholder Approvals Approvals”), and (ii) the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock Parent Common Stock present or represented by proxy at the Parent Stockholders' ’ Meeting is sufficient for Parent's ’s stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to connection with the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute constitutes the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent the Company. Each Transaction Document has been duly executed and Merger Subdelivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the Parent Stockholder Approvals effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (i) declared that this Agreement and the filing Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Certificate Company and the Company Stockholders, (ii) approved this Agreement in accordance with Applicable Law and (iii) directed that the adoption of this Agreement and approval of the principal terms of the Merger pursuant be submitted to Delaware Lawthe Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the principal terms of the Merger. The affirmative vote votes of (i) the holders of at least a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent Company Common Stock pursuant and Company Preferred Stock (voting together as a single voting class on an as-converted to the MergerCompany Common Stock basis), (ii) the holders of a majority of the outstanding shares of Parent Company Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, (voting as a separate voting class) and (iii) the holders of at least a majority 60% of the voting power of all of then outstanding shares of Parent Common Company Preferred Stock is sufficient (voting as a separate voting class) are the only votes of the holders of Company Capital Stock necessary to amend Parent's Bylaws to increase adopt this Agreement and approve the authorized number principal terms of directors the Merger under the DGCL, the CCC, the Certificate of ParentIncorporation and the Bylaws, and no other approval of any holder of Contract with any securities of Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed Company Stockholders, each as in effect at the time of such adoption and delivered by each of Parent and Merger Sub andapproval (collectively, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity“Company Stockholder Approval”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyTransactions, subject, in the case of the Merger under Section 251(h) of the DGCL, to the satisfaction of the conditions of Section 251(h) of the DGCL. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company and, subject only assuming the conditions of Section 251(h) of the DGCL have been satisfied with respect to the Parent Stockholder Approvals and Merger, no approval or other action on the part of the stockholders of the Company or any other corporate proceeding on the part of the Company is necessary to adopt or authorize this Agreement or to consummate the Transactions (other than the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebySection 2.3). This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery thereof by Companyeach of the other parties hereto, constitute constitutes the valid and binding obligations obligation of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and general principles (ii) Applicable Law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly adopted on or prior to the Agreement Date (and, except in accordance with Section 6.1, not thereafter modified or rescinded) by the unanimous vote of equitythe full Company Board, has (i) approved and declared advisable this Agreement, the Tender Agreements, and the Transactions, (ii) declared that is in the best interests of the Company and the stockholders of the Company (other than Parent and its subsidiaries) that the Company enter into this Agreement and consummate the Transactions and that the stockholders of the Company tender their shares of Company Common Stock pursuant to the Offer, in each case on the terms and subject to the conditions set forth herein, (iii) declared that the terms of the Offer and the Merger are fair to the Company and the stockholders of the Company (other than Parent and its subsidiaries) and (iv) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer (collectively, the “Company Board Recommendation”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite the corporate power and authority to enter into this Agreement and and, subject to obtaining the Company Stockholder Approval, to consummate the transactions contemplated herebyMerger and the other Transactions. The execution and delivery of this Agreement and and, subject to obtaining the Company Stockholder Approval, the consummation of the transactions contemplated hereby Merger and the other Transactions, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyCompany. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery thereof by Companyeach of the other parties hereto, constitute constitutes the valid and binding obligations obligation of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and general principles (ii) Applicable Legal Requirements governing specific performance, injunctive relief and other equitable remedies (collectively, the “Enforceability Limitations”). The Company Board, by resolutions duly and unanimously adopted on or prior to the Agreement Date (and, subject to Section 5.3, not thereafter modified or rescinded in a manner adverse to Parent), has (i) approved this Agreement and the Merger, (ii) determined that the Merger and the terms and conditions of equitythis Agreement are fair to, advisable and in the best interests of the Company and the Company’s stockholders and (iii) directed that the adoption of this Agreement be submitted to the Company’s stockholders for consideration and recommended that all of the Company’s stockholders adopt this Agreement. Subject to the accuracy of the representation set forth in Section 3.4, the affirmative vote of the Company’s stockholders holding a majority of all shares of Company Common Stock issued and outstanding on the record date set for the determination of stockholders entitled to vote on such matter at the Company Stockholder Meeting (such affirmative vote, the “Company Stockholder Approval”) is the only vote of the Company’s stockholders necessary to adopt this Agreement under Applicable Legal Requirements and the Company’s certificate of incorporation and bylaws.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval and the Required Statutory Approvals, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that this Agreement and the Transactions, including, without limitation, the Merger, are in the best interests of the Company and its shareholders, (ii) approving this Agreement and the plan of merger set forth in this Agreement and the Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been duly authorized by all necessary amended, modified or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action on the part of Parent the Company is necessary to authorize the execution and Merger Sub, subject only to delivery of and performance by the Parent Stockholder Approvals Company under this Agreement and the filing consummation by it of the Certificate Transactions and the execution and delivery by the Company of Merger pursuant to Delaware Law. The affirmative vote of (i) this Agreement and consummation by the holders of a majority in interest Company of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to Transactions, including the Merger, (ii) have been duly and validly authorized by all necessary corporate action, subject to obtaining the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyShareholder Approval . This Agreement has been duly authorized and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery hereof by Companythe other Parties hereto, constitute the constitutes a legal, valid and binding obligations obligation of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as that such enforceability (i) may be limited by bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights of creditors generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the 1-21 Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Subject to obtaining Jiff Stockholder Approval, Jiff has all requisite corporate power and authority to enter into this Agreement and the other Jiff Transaction Documents and to consummate the transactions contemplated herebyTransactions. The Subject to obtaining Jiff Stockholder Approval, the execution and delivery of this Agreement and the other Jiff Transaction Documents and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent Jiff. Each Transaction Document has been duly executed and Merger Subdelivered by Jiff and, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the valid and binding obligation of Jiff enforceable against Jiff in accordance with its terms subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the holders rights of a majority in interest creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Jiff Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the stock present or represented by proxy at Jiff Board, has (i) declared that this Agreement and the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of Jiff and Jiff Stockholders, (ii) approved this Agreement in accordance with Applicable Law and (iii) directed that the adoption of this Agreement and approval of the principal terms of the Merger be submitted to Jiff Stockholders for consideration and recommended that all of Jiff Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (i) the holders of a majority of the outstanding shares of Parent Jiff Common Stock, Jiff Preferred Stock and Jiff Starter Stock (voting together as a single voting class on an as-converted to Jiff Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, basis) and (iiiii) the holders of at least a majority two-thirds of the voting power of all of then outstanding shares of Parent Jiff Preferred Stock and Jiff Starter Stock (voting together as a single voting class on an as-converted to Jiff Common Stock is sufficient to amend Parent's Bylaws to increase basis) are the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation only votes of the transactions contemplated hereby. This holders of Jiff Capital Stock necessary to adopt this Agreement has been duly executed and delivered by approve the principal terms of the Merger under the DGCL, the Certificate of Incorporation and the Bylaws, each as in effect at the time of Parent such adoption and Merger Sub andapproval (collectively, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity“Jiff Stockholder Approval”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Seller has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyContemplated Transactions. The execution execution, delivery and delivery performance of this Agreement by Seller and the consummation by Seller and the Sale Entities of the transactions contemplated hereby Contemplated Transactions have been duly authorized by all necessary corporate action, and no other corporate action on the part of Parent Seller or any Sale Entity is necessary to authorize the execution, delivery and Merger Sub, subject only to the Parent Stockholder Approvals and the filing performance by Seller or any Sale Entity of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present this Agreement or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyContemplated Transactions. (b) This Agreement has been duly executed and delivered by each of Parent and Merger Sub Seller and, assuming the due authorization, execution and delivery hereof by Companythe other parties hereto, constitute the constitutes a legal, valid and binding obligations obligation of Parent and Merger Sub, respectivelySeller, enforceable against Parent and Merger Sub Seller in accordance with their its terms, except as that such enforceability (i) may be limited by bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights of creditors generally and (ii) is subject to general principles of equity., whether considered in a proceeding at Law or in equity (the “Bankruptcy and Equity Exception”). (c) The execution and delivery by Seller of this Agreement and the Ancillary Agreements does not, and neither the consummation by Seller of the Contemplated Transactions nor compliance by Seller with any of the terms or provisions hereof will: (i) conflict with or violate any terms, conditions or provisions of the Organizational Documents of Seller or the Sale Entities; 22 4894-6761-6617 v.11 (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired, violate any Law applicable to Seller or the Sale Entities, other than any violation that would not reasonably be expected to be material to the Sale Entities, taken as a whole; or (iii) assuming that each of the consents and notices specified in Schedule 5.2(b) is obtained or given, as applicable, result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or any right of first refusal under, any Material Contract or result in the creation of a Lien, upon any of the properties or assets of the Sale Entities, other than any breach, default right or Lien that would not reasonably be expected to be material to the Sale Entities, taken as a whole. Section 3.4

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Subject to obtaining Written Consents executed by each Consenting Stockholder (collectively, the “Company Stockholder Approval”), the Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyCompany. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorizationexecution and delivery of this Agreement and the other Transaction Documents by the other parties hereto and thereto, this Agreement constitutes, and the other Transaction Documents upon execution and delivery by Companythe Company will each constitute, constitute the valid and binding obligations obligation of Parent and Merger Sub, respectively, the Company enforceable against Parent and Merger Sub the Company in accordance with their termsits terms subject only to the effect, except as enforceability may be limited by if any, of (i) applicable bankruptcy and other similar laws Applicable Law affecting the rights of creditors generally and general principles (ii) rules of equitylaw governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (i) declared that this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (ii) approved this Agreement in accordance with the provisions of Delaware Law and (iii) directed that the adoption of this Agreement and approval of the principal terms of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The Company Stockholder Approval includes the affirmative votes of (1) Company Stockholders holding a majority of the outstanding shares of Company Capital Stock (voting together as a single class on an as-converted to Company Common Stock basis), (2) Company Stockholders holding a majority of the outstanding shares of Company Common Stock, (3) Company Stockholders holding at least 70% of the outstanding shares of Company Preferred Stock (voting together as a single class on an as-converted to Company Common Stock basis), (4) Company Stockholders holding at least a majority of the Company Series C Preferred Stock (voting as a separate class) and (5) Company Stockholders holding at least a majority of the Company Series D Preferred Stock (voting as a separate class), which are the only votes of the holders of Company Capital Stock necessary to adopt this Agreement and approve the Merger under Delaware Law, California Law and the Organizational Documents, each as in effect at the time of such adoption and approval. Either (i) the average of the property factor, the payroll factor and the sales factor (as defined in Sections 25129, 25132 and 25134 of the California Revenue and Taxation Code) with respect to the Company is less than or equal to fifty percent (50%) during its latest full income year or (ii) one half (1/2) or less of its outstanding voting securities are held of record by persons having addresses in California appearing on the books of the Company on the record date for the latest meeting of holdings of Company Capital Stock held during its latest full income year (or, if no meeting was held during the latest full income year, on the last day of the latest full income year).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and each Transaction Document to which it is a party and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Parent Stockholder Approvals Company and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebySubsidiaries. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement by Companythe other parties hereto, constitute constitutes the valid and binding obligations obligation of Parent and Merger Sub, respectively, the Company enforceable against Parent and Merger Sub the Company in accordance with their termsits terms subject only to the effect, except as enforceability may be limited by if any, of (i) applicable bankruptcy and other similar laws Applicable Law affecting the rights of creditors generally and general principles (ii) rules of equitylaw and equity governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (i) approved this Agreement and approved the Merger and the other Transactions and determined that this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders, (ii) approved this Agreement in accordance with the provisions of Applicable Law and the Certificate of Incorporation and (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and unanimously recommended that all of the Company Stockholders adopt this Agreement. The affirmative votes of (A) the Company Stockholders holding at least fifty-five percent (55%) of the outstanding shares of Company Preferred Stock (voting together as a single voting class on an as-converted basis), and (B) a majority of the outstanding shares of Company Preferred Stock and Company Common Stock are the only votes of the holders of shares of Company Capital Stock necessary to adopt this Agreement and the principal terms of the Merger (the “Company Stockholder Approval”). The execution of the Written Consent by the Consenting Stockholders is sufficient to effect the Company Stockholder Approval. The Company shall have obtained the Company Stockholder Approval in accordance with the Certificate of Incorporation and Applicable Law, each as in effect at the time of such approval.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement, the Transaction Option Agreement and the Stockholders' Agreements and, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approvals (as defined below), to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Transaction Option Agreement and the Stockholders' Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, subject subject, if required with respect to the consummation of the Merger, only to the Parent approval and adoption of this Agreement and the approval of the Merger by Company's stockholders (the "Company Stockholder Approvals Approvals") ----------------------------- pursuant to the DGCL and the filing of the Certificate of Merger pursuant to Delaware Lawthe DGCL. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent the Company Common Stock is sufficient for Parentthe Company's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to approve and adopt this Agreement and approve the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of the Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement, the Stockholders' Agreements and the Transaction Option Agreement has have been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by Companythe other parties thereto, constitute the valid and binding obligations of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. There is no vote of the holders of any class or series of the Company's securities necessary to approve the Transaction Option Agreement or the Stockholders' Agreement. The Company has complied with, or has taken all actions necessary to render inapplicable any state takeover statute or regulation applicable to the Merger, this Agreement and the transactions contemplated hereby.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware LawCompany. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement Each Transaction Document has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of such Transaction Document by Companythe other parties hereto, constitute constitutes the valid and binding obligations obligation of Parent and Merger Sub, respectively, the Company enforceable against Parent and Merger Sub the Company in accordance with their termsits terms subject only to the effect, except as enforceability may be limited by if any, of (i) applicable bankruptcy and other similar laws Applicable Law affecting the rights of creditors generally and general principles (ii) rules of equitylaw governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (i) declared that this Agreement and the Transactions upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (ii) approved this Agreement in accordance with Applicable Law and (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The Company Stockholder Approval is the only vote of the holders of Company Capital Stock necessary to adopt this Agreement and approve the Transactions, including the Conversion Election, under the DGCL, the CCC, the Certificate of Incorporation and the Bylaws, each as in effect at the time of such adoption and approval.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent the Company. As of the Closing, each Transaction Document has been duly executed and Merger Subdelivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the Parent Stockholder Approvals effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (i) declared that this Agreement and the filing Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Certificate Company and the Company Stockholders, (ii) approved this Agreement in accordance with Applicable Law and (iii) directed that the adoption of this Agreement and approval of the Merger pursuant be submitted to Delaware Lawthe Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative vote votes of (i) the holders of at least a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent Company Common Stock pursuant and Company Preferred Stock (voting together as a single voting class on an as-converted to the MergerCompany Common Stock basis), (ii) the holders of a majority of the outstanding shares of Parent Company Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, (voting as a separate voting class) and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Company Preferred Stock is sufficient to amend Parent's Bylaws to increase (voting as a separate voting class) are the authorized number only votes of directors of Parent, and no other approval of any holder of any securities the holders of Company is required Capital Stock necessary to adopt this Agreement and approve the Merger under the DGCL, the Certificate of Incorporation and the Bylaws, each as in connection with effect at the consummation time of such adoption and approval (collectively, the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity“Company Stockholder Approval”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Company has all ---------------------------- requisite corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approvals (as defined below), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger SubCompany, subject only to the Parent approval and adoption of this Agreement and the approval of the Merger by Company's stockholders (the "Company Stockholder Approvals Approvals") and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Company Common Stock is sufficient for ParentCompany's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to approve and adopt this Agreement and approve the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Company and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectivelyconstitutes the valid and binding obligation of Company, enforceable against Parent and Merger Sub Company in accordance with their its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. (b) The execution and delivery of this Agreement by Company does not, and the performance of this Agreement by Company will not, (i) conflict with or violate Company Charter Documents, (ii) subject to obtaining Company Stockholder Approvals and compliance with the requirements set forth in Section 3.4(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or any of its subsidiaries or by which Company or any of its subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the properties or assets of Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, concession or other instrument or obligation to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or its or any of their respective assets are bound or affected, except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, impairments, or rights which, individually or in the aggregate, would not have a Material Adverse Effect on Company.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement, the Transaction Option Agreement and the Stockholders' Agreement and, subject to the Company Stockholder Approvals (as defined below), to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Transaction Option Agreement and the Stockholders' Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, subject only to the Parent Stockholder Approvals approval and adoption of this Agreement and the approval of the Merger by Company's stockholders (the "Company Stockholder Approvals") pursuant to the DGCL and the ----------------------------- filing of the Certificate of Merger pursuant to Delaware Lawthe DGCL. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent the Company Common Stock is sufficient for Parentthe Company's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to approve and adopt this Agreement and approve the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of the Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has and the Transaction Option Agreement have been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by CompanyParent and Merger Sub, constitute the valid and binding obligations of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting . There is no vote of the rights holders of creditors generally and general principles any class or series of equitythe Company's securities necessary to approve the Transaction Option Agreement.

Authority; Non-Contravention. (a) Each The Board of Parent Directors of EarthLink and Combination Company, respectively have approved the Merger Sub has all and this Agreement and determined the Merger and this Agreement to be in the best interests of EarthLink and Combination Company and their respective stockholders. EarthLink and Combination Company, respectively, have the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by EarthLink and the Combination Company and the consummation by EarthLink and Combination Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent EarthLink and Merger SubCombination Company, respectively. This Agreement has been duly and validly executed and delivered by EarthLink and Combination Company and constitutes a valid and binding obligation of EarthLink and Combination Company, respectively, enforceable against EarthLink and Combination Company in accordance with its terms, except that (i) such enforcement may be subject only to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally, (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the Parent Stockholder Approvals discretion of the court before which any proceeding therefor may be brought and (iii) the enforceability of any indemnification provision contained herein may be limited by applicable federal or state securities laws. The execution, delivery and performance of this Agreement by EarthLink does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of or any default under or give rise to a right of termination, cancellation or acceleration with respect to (i) the Amended and Restated Certificate of Incorporation or the Bylaws of EarthLink or any provision of the comparable organizational documents of Combination Company or any of their Subsidiaries, (ii) any material: contract, loan, note, bond or other evidence of indebtedness, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to EarthLink or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), for any immaterial defaults, conflicts or violations. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required by or with respect to EarthLink or any of its Subsidiaries in connection with the execution and delivery of this Agreement by EarthLink or the consummation by EarthLink of the transactions contemplated hereby, except for (i) the filing by EarthLink of a pre-merger notification and report form under the HSR Act and the expiration or termination of the waiting period thereunder, (ii) the filing with the SEC of (A) the Proxy Statement, (B) the Registration Statement (as defined in Section 5.1(b)), and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, and (iii) the filing of the Certificate of Merger pursuant with and approval by the Delaware Secretary of State with respect to Delaware Lawthe Merger as provided in the DGCL and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the "takeover" or "blue sky" laws of various states and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a Material Adverse Effect on EarthLink and its Subsidiaries, taken as a whole. The affirmative No vote of (i) the holders stockholders of a majority in interest of the stock present EarthLink is necessary or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders required to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of or consummate any holder of any securities of Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each The affirmative vote of Parent and Merger Sub and, assuming EarthLink as the due authorization, execution and delivery by sole stockholder of Combination Company, constitute is the valid and binding obligations only vote of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights holders of creditors generally and general principles any class or series of equitycapital stock of Combination Company necessary to approve the transaction contemplated hereby.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and each Transaction Document to which it is a party and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Parent Stockholder Approvals Company and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebySubsidiaries. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement by Companythe other parties hereto, constitute constitutes the valid and binding obligations obligation of Parent and Merger Sub, respectively, the Company enforceable against Parent and Merger Sub the Company in accordance with their termsits terms subject only to the effect, except as enforceability may be limited by if any, of (i) applicable bankruptcy and other similar laws Applicable Law affecting the rights of creditors generally and general principles (ii) rules of equitylaw and equity governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (i) approved this Agreement and approved the Merger and the other Transactions and determined that this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders, (ii) approved this Agreement in accordance with the provisions of Applicable Law and the Certificate of Incorporation and (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and unanimously recommended that all of the Company Stockholders adopt this Agreement. The affirmative votes of (A) the Company Stockholders holding at least 75% of all of the Company Common Stock and Company Preferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis) and (B) the Company Stockholders holding at least 50% of the Company Preferred Stock are the only votes of the holders of shares of Company Capital Stock necessary to adopt this Agreement and the principal terms of the Merger (the “Company Stockholder Approval”). The execution of the Written Consent by the Consenting Stockholders is sufficient to effect the Company Stockholder Approval. The Company shall have obtained the Company Stockholder Approval in accordance with the Certificate of Incorporation (as amended by the Charter Amendment) and Applicable Law, each as in effect at the time of such approval.

Authority; Non-Contravention. (a) Each of Parent Subject to obtaining the Company Stockholder Approval and Merger Sub the Charter Amendment Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the transactions contemplated herebyTransactions. The Subject to obtaining the affirmative vote of the sole stockholder of Merger Sub and Acquirer necessary to adopt this Agreement and approve the principal terms of the Mergers under Delaware Law, California Law and the certificates of incorporation and bylaws of Merger Sub and Acquirer, which will be obtained prior to the Closing, the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyCompany. This Agreement and each other Company Transaction Document has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement and the other Company Transaction Documents by Companythe other parties hereto and thereto, constitute constitutes the valid and binding obligations obligation of Parent and Merger Sub, respectively, the Company enforceable against Parent and Merger Sub the Company in accordance with their termsits terms subject only to the effect, except as enforceability may be limited by if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and general principles (ii) rules of equitylaw governing specific performance, injunctive relief and other equitable remedies. The Board of Directors, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the members of the Board of Directors, has (A) declared that this Agreement, the amended and restated certificate of incorporation required for the Charter Amendment and the Transactions, including the Mergers, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (B) approved this Agreement, the Charter Amendment and the Mergers in accordance with the provisions of Delaware Law and California Law, (C) directed that the adoption of this Agreement, the Charter Amendment and approval of the principal terms of the Mergers be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the principal terms of the Mergers, and (D) determined the fair market value of each class and series of Company Capital Stock for purposes of Chapter 13 of the California Law. The affirmative votes of (1) the holders of a majority of the outstanding shares of Company Capital Stock (measured by voting power rather than number of shares, and voting together as a single voting class and, in the case of Company Preferred Stock, on an as-converted-to-Class-A-Company-Common-Stock or –Class-B-Company-Common-Stock basis, as applicable), (2) the holders of a majority of the outstanding shares of Class A Company Common Stock (voting as a separate voting class), (3) the holders of a majority of the outstanding shares of Class B Company Common Stock (voting as a separate voting class) and (4) the holders of a majority of the outstanding shares of Company Preferred Stock (measured by voting power rather than number of shares and voting as a separate voting class on an as-converted-to-Class-A-Company-Common-Stock or –Class-B-Company-Common-Stock basis, as applicable), are the only votes of the holders of Company Capital Stock necessary to adopt this Agreement, approve the principal terms of the Mergers under Delaware Law, California Law, the Certificate of Incorporation and the Bylaws, each as in effect at the time of such adoption and approval (collectively, the “Company Stockholder Approval”). The written consent of (x) the holders of a majority of the outstanding shares of Company Capital Stock (measured by voting power rather than number of shares, and voting together as a single voting class and, in the case of Company Preferred Stock, on an as-converted-to-Class-A-Company-Common-Stock or –Class-B-Company-Common-Stock basis, as applicable), and (y) the holders of a majority of the outstanding shares of each series of Company Preferred Stock, in each case in favor of the Charter Amendment, is the only consent needed to effect the Charter Amendment under Delaware Law, California Law, the Certificate of Incorporation and the Bylaws, each as in effect at the time of such written consent (collectively, the “Charter Amendment Approval”).

Authority; Non-Contravention. (a) Each The board of Parent directors of PBiz has approved the Merger and Merger Sub this Agreement. PBiz has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by PBiz and the consummation by PBiz of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger SubPBiz, subject only to approval by the Parent Stockholder Approvals PBiz shareholders. This Agreement and the filing other agreements and documents executed by PBiz and its Affiliates in connection herewith have been duly and validly executed and delivered by PBiz and constitute valid and binding obligations of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of PBiz, enforceable against PBiz in accordance with their respective terms, except that (i) the holders of a majority such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in interest of the stock present or represented by proxy at the Parent Stockholderseffect relating to creditors' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Mergerrights generally, (ii) the holders remedy of a majority specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Mergercourt before which any proceeding therefor may be brought, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval enforceability of any holder of indemnification provision contained herein may be limited by applicable federal or state securities laws. No consent, approval, order or authorization of, or registration, declaration or filing with, any securities of Company governmental entity or other Person is required by or with respect to PBiz or any of its Subsidiaries in connection with the execution and delivery of this Agreement by PBiz or the consummation by PBiz of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of the Proxy Statement, and (ii) the PBiz Shareholder Approval, and such other consents, approvals, orders, authorizations, registrations, declarations and filings as enforceability may be limited by bankruptcy required under the "takeover" or "blue sky" laws of various states and such other similar laws affecting consents, approvals, orders, authorizations, registrations, declarations and filings the rights failure of creditors generally and general principles of equitywhich to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on PBiz.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub the Acquired Companies has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Transaction Documents, and to consummate complete the transactions contemplated herebyTransactions. The execution and delivery by each of the Acquired Companies of this Agreement and the consummation Transaction Documents to which it is a party, and the completion of the transactions contemplated hereby Transactions, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Lawactions. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement Each Transaction Document has been (or will be at Closing) duly executed and delivered by each of Parent and Merger Sub the Acquired Companies that is contemplated to be a party thereto and, assuming the due authorization, execution and delivery of such Transaction Document by Companythe other parties thereto, constitutes (or will constitute the when executed and delivered) a valid and binding obligations obligation of Parent and Merger Sub, respectively, such Acquired Companies enforceable against Parent and Merger Sub it in accordance with their termsits terms subject to (i) the effect, except as enforceability may be limited by bankruptcy if any, of applicable bankruptcy, insolvency, reorganization, moratoruim and other similar laws Laws relating to or affecting the rights of creditors generally generally, and (ii) general equitable principles (the “Enforceability Exceptions”). The Board of equityenvisionTEC (the “Board”), by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the members of such Board, a copy of which has been provided to Acquirer, has approved this Agreement (as it relates to the Mergers) and the Mergers and determined that this Agreement (as it relates to the Mergers) and the Mergers, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of envisionTEC. The shareholders of envisionTEC Germany has duly approved the sale and transfer of the envisionTEC Germany Shares in accordance with this Agreement by shareholders’ resolution of Seller, a copy of which has been provided to Acquirer,.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all the requisite corporate power and authority to enter into this Agreement and the Related Agreements to which it is or will be a party (the “Company Related Agreements”) and, subject to approval of this Agreement by the stockholders of the Company, to consummate the Merger and the transactions contemplated herebyby this Agreement and the Company Related Agreements. The execution and delivery by the Company of this Agreement and the Company Related Agreements and the consummation by the Company of the Merger and the transactions contemplated hereby by this Agreement and the Company Related Agreements have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, subject only to approval of this Agreement by the Parent Stockholder Approvals and the filing stockholders of the Certificate of Merger pursuant to Delaware LawCompany. The only vote of the stockholders of the Company necessary to approve this Agreement is the affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the votes entitled to be cast by the holders of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyStock. This Agreement has been, and the Company Related Agreements have been or will be, duly executed and delivered by each of Parent the Company and Merger Sub and, (assuming the due valid authorization, execution and delivery of this Agreement by CompanyParent, Holdco and Sub, as applicable) constitute the or will constitute legal, valid and binding obligations of Parent and Merger Subthe Company, respectively, that are enforceable against Parent and Merger Sub the Company in accordance with their respective terms, except as enforceability may be limited by bankruptcy subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the creditors’ rights of creditors generally and general principles equity principles. The Board of equityDirectors has adopted this Agreement and the Company Related Agreements, approved the execution of this Agreement and the Company Related Agreements, approved and declared advisable the Merger, and resolved to recommend approval of this Agreement by the holders of shares of Common Stock (subject to its right to change its recommendation in accordance with this Agreement).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent the Company. This Agreement has been duly executed and Merger Subdelivered by the Company and, assuming the due execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the holders rights of a majority in interest creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board of Directors, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the stock present or represented Board of Directors, has (i) declared that this Agreement and the transactions contemplated by proxy at this Agreement in connection with the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve First Merger, upon the issuance of shares of Parent Common Stock pursuant terms and subject to the Mergerconditions set forth herein, advisable and in the best interests of the Company and the Company Stockholders, (ii) approved this Agreement in accordance with the provisions of Delaware Law and California to the extent applicable to the Company and (iii) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative votes of the holders of a majority of the outstanding shares of Parent Company Common Stock is sufficient for Parent's stockholders are the only votes of the holders of Company Capital Stock necessary to amend Parent's adopt this Agreement and approve the Merger under Delaware Law, California Law, the Certificate of Incorporation to increased and the authorized number Bylaws, each as in effect at the time of shares of Parent Common Stock in order to permit such adoption and approval (collectively, the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of “Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equityStockholder Approval”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into and deliver this Agreement and the other Company Transaction Documents and, subject to obtaining the Company Stockholder Approval set forth in the Written Consent, to consummate the transactions contemplated herebyMerger and the other Transactions. The execution execution, delivery and delivery performance of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent the Company (other than, in the case of the consummation of the Merger, obtaining the Company Stockholder Approval set forth in the Written Consent and Merger Subthe filing and recordation of appropriate documents as required by the DGCL). This Agreement and each Company Transaction Document has been, or if applicable, as of the Closing will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of such Transaction Document by the other parties thereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the holders rights of a majority in interest creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the stock present or represented by proxy at Board, has (i) declared that this Agreement and the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve Transactions, including the issuance of shares of Parent Common Stock pursuant Merger, upon the terms and subject to the Mergerconditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (ii) approved this Agreement and the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock Transactions in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, accordance with Applicable Law and (iii) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (1) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Company Common Stock is sufficient and Company Preferred Stock (voting together as a single voting class on an as-converted to amend Parent's Bylaws Company Common Stock basis), (2) the holders of at least a majority of the outstanding shares of the Company Preferred Stock (voting together as a single class and not as separate series, on an as-converted to increase Company Common Stock basis) and (3) the authorized number holders of directors at least a majority of Parent, and no other approval the outstanding shares of any holder the Company Common Stock (voting together as a single class) are the only votes of any securities the holders of Company is required Capital Stock necessary to adopt this Agreement and approve the Merger under Applicable Law, the Certificate of Incorporation and the Bylaws, each as in connection with effect at the consummation time of such adoption and approval (collectively, the “Company Stockholder Approval”). The Written Consent, when executed and delivered, will satisfy the Company Stockholder Approval. Prior to their execution of the transactions contemplated hereby. This Agreement has been duly executed and delivered Written Consent, each signatory thereto shall have received from the Company all information required by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equityApplicable Law.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to approval of the Plan of Merger by the Company Shareholders, to consummate the transactions contemplated herebyby this Agreement. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, subject only to the Parent Stockholder Approvals and the filing approval of the Certificate Plan of Merger pursuant to Delaware Lawby the Company Shareholders. The only vote of the Company Shareholders necessary to approve the Plan of Merger is the affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the votes entitled to be cast by the holders of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyStock. This Agreement has been duly and validly executed and delivered by each of Parent the Company and Merger Sub and, (assuming the due valid authorization, execution and delivery of this Agreement by CompanyParent and Sub, constitute the as applicable) constitutes a valid and binding obligations obligation of Parent and Merger Sub, respectively, the Company enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy and applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the creditors’ rights of creditors generally and or by general principles of equity (regardless of whether considered at law or in equity). The Company Board has unanimously approved the Plan of Merger and this Agreement and resolved to recommend approval of the Plan of Merger and this Agreement, if required, by the holders of shares of Common Stock (subject to its right to withdraw, modify or amend its recommendation solely as set forth in, and in accordance with the terms of, Section 7.3(d) of this Agreement). At a meeting duly called and held prior to the execution of this Agreement, the Merger Option Agreement and the Shareholder Agreement, a duly authorized special committee of the Company Board consisting solely of “disinterested directors” (as defined in Section 302A.673 of the MBCA) of the Company who also satisfied the requirements of Section 302A.675, subdivision 2 of the MBCA duly and unanimously adopted resolutions approving the Plan of Merger, this Agreement, the Merger Option Agreement, the Shareholder Agreement and the transactions contemplated hereby and thereby for purposes of Sections 302A.673, 302A.671 and 302A.675 of the MBCA. In addition, the Company Board has approved any amendment, consent, waiver or release of any provision of any of its agreements with the shareholder party to the Shareholder Agreement, including Section 4 of the Registration Rights Agreement between the shareholder and the Company, in order to permit the execution, delivery and performance by that shareholder of the Shareholder Agreement.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger SubParent, subject only to the approval of the Parent Stockholder Approvals Proposals 41 (as defined in Section 5.3) by Parent's stockholders and the filing of the Certificate Articles of Merger pursuant to Delaware Georgia Law. The affirmative A vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased approve the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority Proposals. Stockholders of the Company that have executed Parent Voting Agreements represent sufficient voting power of all of then outstanding shares of to approve the Parent Common Stock is sufficient to amend Parent's Bylaws to increase Proposals under the authorized number of directors of Parent, Parent Charter Documents and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyDelaware Law. This Agreement has been duly executed and delivered by each of Parent and and/or Merger Sub and, assuming the due authorizationSub, execution and delivery by the Company, constitute the a valid and binding obligations obligation of Parent and and/or Merger Sub, respectively, enforceable against Parent and and/or Merger Sub in accordance with their respective terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not, (i) subject to filing an amendment to Parent's Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and Preferred Stock of Parent and to change Parent's corporate name, conflict with or violate the Parent Charter Documents; (ii) subject to obtaining the approval of the issuance of the shares of Parent Common Stock pursuant to the Merger by Parent's stockholders as contemplated in Section 5.3 and compliance with the requirements set forth in Section 3.4(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties are bound or affected; or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair Parent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material lien or Encumbrance on any of the material properties or assets of Parent or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective assets are bound or affected.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by the Company of this Agreement and the Escrow Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, subject only to obtaining the Parent Required Stockholder Approvals Vote for the adoption and approval of this Agreement and the Merger, and the filing of the Certificate Articles of Merger pursuant to Delaware Lawthe MGCL. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting Required Stockholder Vote is sufficient for Parentthe Company's stockholders to approve the issuance of shares of Parent Common Stock pursuant to and adopt this Agreement and approve the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of the Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent, each Merger Sub, the Company Stockholders and the Company Stockholder Representative, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by Parent, each Merger Sub, the Escrow Agent and the Company Stockholder Representative, the Escrow Agreement, when executed and delivered by the Company, will constitute the valid and binding obligations obligation of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

Authority; Non-Contravention. (a) Each of Parent PEC and Merger Sub PDC has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyStock Purchase. The execution and delivery by each of PEC and PDC of this Agreement and the consummation by each of PEC and PDC of the transactions contemplated hereby Stock Purchase have been duly authorized by all necessary 3 corporate action on the part of Parent each of PEC and Merger SubPDC, subject only to as the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebycase may be. This Agreement has been duly executed and delivered by each of Parent PEC and Merger Sub and, PDC and (assuming the due valid authorization, execution and delivery of this Agreement by Company, constitute the Foundation and the Greaxxxxxx Xxxritable Remainder Trust) constitutes a valid and binding obligations obligation of Parent each of PEC and Merger Sub, respectively, PDC enforceable against Parent PEC and Merger Sub PDC in accordance with their its terms, except as to the extent enforceability may be limited by bankruptcy and bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of creditors generally and general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Agency") is required by or with respect to PEC or PDC in connection with the execution and delivery of this Agreement by PEC or PDC or is necessary for the consummation by PDC of the Stock Purchase and the transactions contemplated by this Agreement, except for (i) in connection or in compliance, with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934 (the "Exchange Act"), (ii) such consents and approvals, orders, registrations, authorizations, declarations and filings as may be required under the "Blue Sky" laws of the State of Texas, or (iii) such filings and approvals as may be required under the Hart-Xxxxx-Xxxxxx Xxxi-Trust Improvements Act of 1976 ("Improvements Act").

Authority; Non-Contravention. (ai) Each of Parent and Merger Sub Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent the Company. Each Company Transaction Document has been duly executed and Merger Subdelivered by the Company and, assuming the due execution and delivery of such Company Transaction Document by the other parties hereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the holders rights of a majority in interest creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the stock present or represented by proxy at Board, has (i) declared that this Agreement and the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable and in the best interests of the Company and the Company Stockholders, (ii) approved this Agreement in accordance with the provisions of Delaware Law and (iii) directed that the adoption of this Agreement and approval of the principal terms of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (i) the holders of a majority of the outstanding shares of Parent Company Common Stock is sufficient for Parent's stockholders and Company Preferred Stock (voting together as a single voting class on an as-converted to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Company Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Mergerbasis), and (iiiii) the holders of at least a majority sixty percent (60%) of the voting power of all of then outstanding shares of Parent Common Company Preferred Stock is sufficient to amend Parent's Bylaws to increase (voting together as a single class and on an as-converted basis) are the authorized number only votes of directors of Parent, and no other approval of any holder of any securities the holders of Company is required Capital Stock necessary to adopt this Agreement and approve the Merger under Delaware Law, the Certificate of Incorporation and the Bylaws, each as in connection with effect at the consummation time of such adoption and approval (collectively, the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity“Company Stockholder Approval”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyTransactions. The execution Assuming the accuracy of the representations set forth in Section 5.8, the execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, subject only and, assuming the conditions of Section 251(h) of the DGCL have been satisfied with respect to the Parent Stockholder Approvals and Merger, no other corporate proceeding on the part of the Company is necessary to adopt or authorize this Agreement or to consummate the Transactions (other than the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebySection 2.2). This Agreement has been duly executed and delivered by each of Parent the Company and Merger Sub and, (assuming the due authorization, execution and delivery of this Agreement by CompanyParent and Sub, constitute as applicable) constitutes the valid and binding obligations obligation of Parent and Merger Sub, respectively, the Company enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy and applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general application, now or hereafter in effect, affecting the or relating to enforcement of creditors’ rights of creditors generally and or by general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). At a meeting duly called and held prior to the execution of this Agreement and the Tender Agreement, the Company Board duly and unanimously adopted and approved this Agreement, declared this Agreement advisable, approved the execution, delivery and performance of this Agreement and the consummation by the Company of the Transactions, determined that this Agreement and the Transactions are fair to, and in the best interests of, the Company and the Company Stockholders, and resolved to recommend (subject to its right to change its recommendation if required by its fiduciary duties) that the Company Stockholders accept the Offer and tender their Company Common Shares pursuant to the Offer.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to obtaining the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and and, subject to obtaining the Company Stockholder Approval, the consummation of the Merger and the other transactions contemplated hereby by this Agreement, have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyCompany. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery thereof by Companyeach of the other parties hereto, constitute constitutes the valid and binding obligations obligation of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and general principles (ii) Applicable Legal Requirements governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly adopted on or prior to the date hereof (and not thereafter modified or rescinded) by the unanimous vote of equitythe full Company Board, has (i) approved this Agreement and the Merger, (ii) determined that the Merger and the terms and conditions of this Agreement are fair to, advisable and in the best interests of the Company and the Company’s stockholders and (iii) directed that the adoption of this Agreement be submitted to the Company’s stockholders for consideration and recommended that all of the Company’s stockholders adopt this Agreement. Subject to the accuracy of the representation set forth in Section 3.4, the affirmative vote of the Company’s stockholders holding a majority of all shares of Company Common Stock issued and outstanding on the record date set for the determination of stockholders entitled to vote at the Company Stockholder Meeting (such affirmative vote, the “Company Stockholder Approval”) is the only vote of the Company’s stockholders necessary to adopt this Agreement under Applicable Legal Requirements and the Company’s certificate of incorporation and bylaws.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the transactions contemplated herebyTransactions. The execution and delivery by the Company of this Agreement and the other Company Transaction Documents and the consummation by the Company of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent the Company. Each Company Transaction Document has been or will be duly executed and Merger Subdelivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto and thereto, constitutes or will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the holders rights of a majority in interest creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the stock present or represented by proxy at Board, has (i) declared that this Agreement and the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve Transactions upon the issuance of shares of Parent Common Stock pursuant terms and subject to the Mergerconditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (ii) approved this Agreement in accordance with Applicable Law and (iii) directed that the adoption of this Agreement and approval of the principal terms of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (A) the holders of a majority of the outstanding shares of Parent Company Common Stock is sufficient for Parent's stockholders and Company Preferred Stock (voting together as a single voting class on an as-converted to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Company Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Mergerbasis), and (iiiB) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Company Preferred Stock is sufficient to amend Parent's Bylaws to increase (voting as a separate voting class) are the authorized number only votes of directors of Parent, and no other approval of any holder of any securities the holders of Company is required in connection with Capital Stock necessary to adopt this Agreement and approve the consummation principal terms of the transactions contemplated hereby. This Agreement has been duly executed Merger under the DGCL, the CCC, the Certificate of Incorporation and delivered by the Bylaws, each as in effect at the time of Parent such adoption and Merger Sub andapproval (collectively, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity“Company Stockholder Approval”).

Authority; Non-Contravention. (a) Each The Board of Parent Directors of CFW has ---------------------------- approved the Merger and Merger Sub this Agreement. CFW has all the requisite corporate power and authority to enter into this Agreement and to, subject to approval of the listing of the shares of CFW Common Stock to be issued pursuant to this Agreement on the Nasdaq National Market, approval of an increase in the authorized shares of CFW Common Stock to [75,000,000] and an increase by two of the number of directors on CFW's Board of Directors by a majority of votes cast on such matters at the CFW Shareholders Meeting (the "CFW Shareholder --------------- Approval"), consummate the transactions contemplated hereby. The execution and delivery of this Agreement by CFW and the consummation by CFW of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger SubCFW, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyCFW Shareholder Approval. This Agreement has been duly and validly executed and delivered by each of Parent CFW and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the constitutes a valid and binding obligations obligation of Parent and Merger Sub, respectivelyCFW, enforceable against Parent and Merger Sub CFW in accordance with their its terms, except as that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally, (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (iii) the enforceability of any indemnification provision contained herein may be limited by bankruptcy applicable federal or state securities laws. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required by or with respect to CFW or any of its subsidiaries in connection with the execution and delivery of this Agreement by CFW or the consummation by CFW of the transactions contemplated hereby, except for (i) the approval of the SCC with respect to the change in control of the Company, (ii) the approval of the FCC with respect to the change in control of the Company, (iii) the filing by CFW of a pre-merger notification and report form under the HSR Act and the expiration or termination of the waiting period thereunder, (iv) the filing with the SEC of (A) the Joint Proxy Statement, (B) the Registration Statement (as defined in Section 5.1(a)), and (C) such reports under Section --------------- 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) CFW Shareholder Approval and (vi) the filing of the Articles of Merger with and approval by the SCC with respect to the Merger as provided in the VSCA and appropriate documents with the relevant authorities of other similar states in which the Company is qualified to do business and such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the "takeover" or "blue sky" laws affecting of various states and such other consents, approvals, orders, authorizations, registrations, declarations and filings the rights failure of creditors generally which to be obtained or made would not have a Material Adverse Effect on CFW and general principles of equityits subsidiaries, taken as a whole.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the transactions contemplated herebyTransactions. The Subject to obtaining the Company Stockholder Approval, the execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent the Company and Merger Subthe Subsidiaries. Each Transaction Document has been duly executed and delivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the Parent Stockholder Approvals effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (i) declared that this Agreement and the filing Transactions upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Certificate Company and the Company Stockholders, (ii) approved this Agreement in accordance with Applicable Law and (iii) directed that the adoption of Merger pursuant this Agreement be submitted to Delaware Lawthe Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative vote votes of (i) the holders of at least a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent Company Class A Common Stock pursuant and Company Preferred Stock (voting together as a single voting class on an as-converted to the Merger, Company Class A Common Stock basis) and (ii) the holders of a majority of the outstanding shares of Parent Company Series B Stock and Company Series B-2 Stock (voting together as a single voting class on an as-converted to Company Class A Common Stock is sufficient for Parent's stockholders basis) are the only votes of the holders of Company Capital Stock necessary to amend Parent's adopt this Agreement under the DGCL, the Certificate of Incorporation to increased and the authorized number Bylaws, each as in effect at the time of shares of Parent Common Stock in order to permit such adoption and approval (collectively, the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of “Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equityStockholder Approval”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Seller has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyContemplated Transactions. The execution execution, delivery and delivery performance of this Agreement by Seller and the consummation by Seller and the Sale Entities of the transactions contemplated hereby Contemplated Transactions have been duly authorized by all necessary corporate action, and no other corporate action on the part of Parent Seller or any Sale Entity is necessary to authorize the execution, delivery and Merger Sub, subject only to the Parent Stockholder Approvals and the filing performance by Seller or any Sale Entity of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present this Agreement or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyContemplated Transactions. (b) This Agreement has been duly executed and delivered by each of Parent and Merger Sub Seller and, assuming the due authorization, execution and delivery hereof by Companythe other parties hereto, constitute the constitutes a legal, valid and binding obligations obligation of Parent and Merger Sub, respectivelySeller, enforceable against Parent and Merger Sub Seller in accordance with their its terms, except as that such enforceability (i) may be limited by bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights of creditors generally and (ii) is subject to general principles of equity., whether considered in a proceeding at Law or in equity (the “Bankruptcy and Equity Exception”). (c) The execution and delivery by Seller of this Agreement and the Ancillary Agreements does not, and neither the consummation by Seller of the Contemplated Transactions nor compliance by Seller with any of the terms or provisions hereof will: (i) conflict with or violate any terms, conditions or provisions of the Organizational Documents of Seller or the Sale Entities; (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired, violate any Law applicable to Seller or the Sale Entities, other than any violation that would not reasonably be expected to be material to the Sale Entities, taken as a whole; or

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the other Company Transaction Documents by the Company and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent the Company. Each Company Transaction Document has been, or prior to the Closing Date will be, duly executed and Merger Subdelivered by the Company and, assuming the due execution and delivery of such Company Transaction Document by the other parties hereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the Parent Stockholder Approvals effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (i) declared that this Agreement and the filing Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Certificate Company and the Company Stockholders, (ii) approved this Agreement in accordance with Applicable Law and (iii) directed that the adoption of this Agreement and approval of the principal terms of the Merger pursuant be submitted to Delaware Lawthe Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative vote votes of (i) the holders of at least a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent Company Common Stock pursuant and Company Preferred Stock (voting together as a single voting class on an as-converted to the MergerCompany Common Stock basis), (ii) the holders of a majority of the outstanding shares of Parent Company Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger(voting as a separate voting class), and (iii) the holders of at least 57% of the outstanding shares of Company Preferred Stock (voting as a separate voting class), and (iv) the holders of a majority of the voting power of all of then outstanding shares of Parent Common Company Series D Stock is sufficient to amend Parent's Bylaws to increase are the authorized number only votes of directors of Parent, and no other approval of any holder of any securities the holders of Company is required in connection with Capital Stock necessary to adopt this Agreement and approve the consummation principal terms of the transactions contemplated hereby. This Agreement has been duly executed Merger under the DGCL, the CCC, the Certificate of Incorporation and delivered by the Bylaws, each as in effect at the time of Parent such adoption and Merger Sub andapproval (collectively, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity“Company Stockholder Approval”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Articles of Merger and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part Company. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of Parent and Merger Subthe Company enforceable against the Company in accordance with its terms, subject only to the Parent Stockholder Approvals effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board of Directors of the Company, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board of Directors of the Company, has approved and adopted this Agreement and the filing Articles of Merger and approved the Merger, determined that this Agreement and the Articles of Merger and the terms and conditions of the Certificate Merger and this Agreement and the Articles of Merger pursuant are advisable and in the best interests of the Company and its shareholders, and directed that the approval of this Agreement and the Articles of Merger be submitted to Delaware Lawthe Company shareholders for consideration and recommended that all of the shareholders of the Company adopt this Agreement. The affirmative vote votes of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent Company Common Stock pursuant and Company Preferred Stock (voting together as a single voting class on an as-converted to the MergerCompany Common Stock basis), and (ii) the holders of a majority of the outstanding shares of Parent Common Company Series B Stock and Company Series C Stock (voting together as a single voting class), are the only votes of the holders of the Company Capital Stock necessary to adopt this Agreement and approve the Merger (the "COMPANY SHAREHOLDER APPROVAL"). The execution, delivery and performance of the Company Shareholder Consent by the Company Shareholders listed on Exhibit A-1 is sufficient for Parent's stockholders the Company Shareholder Approval, the Company has obtained the Company Shareholder Consent from such Company Shareholders, subject to amend Parent's Certificate of Incorporation any required notices to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of non-consenting Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equityShareholders.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub 3.3.1 The Company has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, subject only to obtaining the Parent Stockholder Approvals Required Shareholder Vote for the approval and adoption of this Agreement and the approval of the Merger, and the filing of the Certificate of Merger Documents pursuant to Delaware California Law. The affirmative vote Board of (i) the holders of a majority in interest Directors of the stock present or represented by proxy at Company has approved this Agreement and declared the Parent Stockholders' Meeting advisability of this Agreement and the Merger and recommended that the shareholders of the Company adopt this Agreement and approve the Merger. The Required Shareholder Vote is sufficient for Parent's stockholders the Company’s Shareholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to this Agreement and the Merger, and (iii) the holders of at least a majority no other vote of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company Company’s Shareholders is required in connection with the consummation of the transactions contemplated hereby. This Agreement and each of the other Transaction Documents to which the Company is or will be a party has been been, or upon execution and delivery thereof will be, duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement and the other Transaction Documents to which the Company is or will be a party by Companythe other Parties, constitute constitute, or upon execution and delivery will constitute, the valid and binding obligations obligation of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy and bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the rights of creditors generally and general principles of equityequity regardless of whether asserted in a proceeding in equity or at law.

Authority; Non-Contravention. (a) Each The Board of Parent Directors of EarthLink and Combination Company, respectively have approved the Merger Sub has all and this Agreement and determined the Merger and this Agreement to be in the best interests of EarthLink and Combination Company and their respective stockholders. EarthLink and Combination Company, respectively, have the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by EarthLink and the Combination Company and the consummation by EarthLink and Combination Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent EarthLink and Merger SubCombination Company, respectively. This Agreement has been duly and validly executed and delivered by EarthLink and Combination Company and constitutes a valid and binding obligation of EarthLink and Combination Company, respectively, enforceable against EarthLink and Combination Company in accordance with its terms, except that (i) such enforcement may be subject only to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally, (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the Parent Stockholder Approvals discretion of the court before which any proceeding therefor may be brought and (iii) the enforceability of any indemnification provision contained herein may be limited by applicable federal or state securities laws. The execution, delivery and performance of this Agreement by EarthLink does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of or any default under or give rise to a right of termination, cancellation or acceleration with respect to (i) the Amended and Restated Certificate of Incorporation or the Bylaws of EarthLink or any provision of the comparable organizational documents of Combination Company or any of their Subsidiaries, (ii) any material: contract, loan, note, bond or other evidence of indebtedness, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to EarthLink or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), for any immaterial defaults, conflicts or violations. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required by or with respect to EarthLink or any of its Subsidiaries in connection with the execution and delivery of this Agreement by EarthLink or the consummation by EarthLink of the transactions contemplated hereby, except for (i) the filing by EarthLink of a pre-merger notification and report form under the HSR Act and the expiration or termination of the waiting period thereunder, (ii) the filing with the SEC of (A) the Proxy Statement, (B) the Registration Statement (as defined in SECTION 5.1(b)), and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, and (iii) the filing of the Certificate of Merger pursuant with and approval by the Delaware Secretary of State with respect to Delaware Lawthe Merger as provided in the DGCL and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the "takeover" or "blue sky" laws of various states and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a Material Adverse Effect on EarthLink and its Subsidiaries, taken as a whole. The affirmative No vote of (i) the holders stockholders of a majority in interest of the stock present EarthLink is necessary or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders required to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of or consummate any holder of any securities of Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each The affirmative vote of Parent and Merger Sub and, assuming EarthLink as the due authorization, execution and delivery by sole stockholder of Combination Company, constitute is the valid and binding obligations only vote of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights holders of creditors generally and general principles any class or series of equitycapital stock of Combination Company necessary to approve the transaction contemplated hereby.

Authority; Non-Contravention. The Board of Directors of the Company has approved the Merger and this Agreement and declared the Merger and this Agreement to be in the best interests of the stockholders of the Company. Certain officers, directors and significant stockholders of the Company selected by EarthLink have executed an agreement to vote in favor of the Merger and vote against alternative proposals, which agreement is attached hereto as EXHIBIT D (a) Each of Parent and Merger Sub the "AGREEMENT TO VOTE STOCK"). The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to obtaining the requisite approval of the Merger and this Agreement by the Company's stockholders as required by the DGCL ("COMPANY STOCKHOLDER APPROVAL") to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, subject only to Company Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization and delivery by EarthLink and Combination Company, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that and as (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally and the application of general principles of equity, (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the Parent discretion of the court before which any proceeding therefor may be brought and (iii) the enforceability of any indemnification provision contained herein may be limited by applicable federal or state securities laws. The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or loss of a material benefit under, or result in the creation of any Lien, upon any of the properties or assets of the Company or any of its Subsidiaries, individually or collectively (a "DEFAULT") under, any provision of (i) the Certificate of Incorporation and Bylaws of the Company or any provision of the comparable organizational documents of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, or other agreement, instrument, permit, concession, franchise or license to which the Company or any of its Subsidiaries is a party or by which it or they or any of their respective properties or assets is bound (individually, a "CONTRACTUAL DOCUMENT" and collectively, the "CONTRACTUAL DOCUMENTS"), except any such Default or Defaults that, individually or in the aggregate under one such Contractual Document or several such Contractual Documents, would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to the Company or any of its Subsidiaries or their respective properties or assets, except any such Default or Defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. SECTION 3.1(d) of the Company Disclosure Schedule sets forth, to the Company's Knowledge, the Company's Defaults under the provisions described in (i), (ii), and (iii) immediately above. No consent, approval, order or authorization of, or registration, declaration or filing with ("CONSENT"), any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "GOVERNMENTAL ENTITY") or other Person, is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except where lack of such Consents would not be material, and except for (i) the filing by the Company of a pre-merger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT") and the expiration or termination of the waiting period thereunder, (ii) the filing with the Securities Exchange Commission ("SEC") of (A) a proxy statement/ prospectus relating to the Company Stockholder Approvals Meeting (such proxy statement/ prospectus as amended or supplemented from time to time, the "PROXY STATEMENT") and (B) the Registration Statement (as defined in SECTION 5.1(b)) and (C) such reports under SECTION 13(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) Company Stockholder Approval, (iv) the filing of the Certificate of Merger pursuant with and approval by the Delaware Secretary of State with respect to Delaware Law. The affirmative vote the Merger as provided in the DGCL and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) the holders of a majority in interest applicable requirements, if any, of the stock present or represented by proxy at National Association of Securities Dealers, Inc. (the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve "NASD") and the issuance of shares of Parent Common Stock pursuant to the MergerNasdaq National Market ("NASDAQ"), (iivi) the holders of a majority applicable requirements, if any, of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock consents, approvals, authorizations or permits described in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iiiSECTION 3.1(d) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equityDisclosure Schedule.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Seller has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyContemplated Transactions. The execution execution, delivery and delivery performance of this Agreement by Seller and the consummation by Seller and the Sale Entities of the transactions contemplated hereby Contemplated Transactions have been duly authorized by all necessary corporate action, and no other corporate action on the part of Parent Seller or any Sale Entity is necessary to authorize the execution, delivery and Merger Sub, subject only to the Parent Stockholder Approvals and the filing performance by Seller or any Sale Entity of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present this Agreement or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebyContemplated Transactions. (b) This Agreement has been duly executed and delivered by each of Parent and Merger Sub Seller and, assuming the due authorization, execution and delivery hereof by Companythe other parties hereto, constitute the constitutes a legal, valid and binding obligations obligation of Parent and Merger Sub, respectivelySeller, enforceable against Parent and Merger Sub Seller in accordance with their its terms, except as that such enforceability (i) may be limited by bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights of creditors generally and (ii) is subject to general principles of equity., whether considered in a proceeding at Law or in equity (the “Bankruptcy and Equity Exception”). (c) The execution and delivery by Seller of this Agreement and the Ancillary Agreements does not, and neither the consummation by Seller of the Contemplated Transactions nor compliance by Seller with any of the terms or provisions hereof will: (i) conflict with or violate any terms, conditions or provisions of the Organizational Documents of Seller or the Sale Entities; (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 are obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 3.4 are made and any applicable waiting periods referred to therein have expired, violate any Law applicable to Seller or the Sale Entities, other than any violation that would not reasonably be expected to be material to the Sale Entities, taken as a whole; or (iii) assuming that each of the consents and notices specified in Schedule 5.2(b) is obtained or given, as applicable, result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of or any right of first refusal under, any Material Contract or result in the creation of a Lien, upon any of the properties or assets of the Sale Entities, other than any breach, default right or Lien that would not reasonably be expected to be material to the Sale Entities, taken as a whole. Section 3.4

Authority; Non-Contravention. (a) Each The Board of Parent Directors of the Company has approved the Merger and this Agreement, by unanimous vote of the directors, and declared the Merger Sub and this Agreement to be in the best interests of the stockholders of the Company. The directors of the Company have advised the Company and TMW that they intend to vote or cause to be voted all of the shares of the Company Common Stock for which they have voting power in favor of approval of the Merger and this Agreement. The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to approval of the Merger and this Agreement by the holders of a majority of the outstanding Company Shares as of the record date for the Company Stockholders Meeting ("Company Stockholder Approval"), to consummate the transactions contemplated herebyhereby and to take such actions, if any, as shall have been taken with respect to the matters referred to in Section 3.1(h). The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, subject only to Company Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally, (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the Parent discretion of the court before which any proceeding therefor may be brought and (iii) the enforceability of any indemnification provision contained herein may be limited by applicable federal or state securities laws. The execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien, upon any of the properties or assets of the Company or any of its subsidiaries under, any provision of (i) the Amended and Restated Articles of Incorporation or Amended and Restated Bylaws of the Company or any provision of the comparable organizational documents of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole and would not materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity") or other Person, is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing by the Company of a pre-merger notification and report form under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and the expiration or termination of the waiting period thereunder, (ii) the filing with the SEC of (A) a proxy statement relating to the Company Stockholder Approvals Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and (B) the Registration Statement (as defined in Section 5.1(b)) and (C) such reports under Section 13(a) of Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) Company Stockholder Approval and (iv) the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote with and approval by the Georgia Secretary of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant State with respect to the MergerMerger as provided in the GBCC and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such other consents, (ii) approvals, orders, authorizations, registrations, declarations and filings the holders failure of which to be obtained or made would not have a majority of Material Adverse Effect on the outstanding shares of Parent Company and its subsidiaries, taken as a whole. Assuming that the TMW Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate listed on a "national securities exchange" within the meaning of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority Section 14-2-1302 of the voting power GBCC, the shareholders of all of then outstanding shares of Parent Common Stock is sufficient the Company are not entitled to amend Parentdissenter's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required rights in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equityMerger.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by the Company of this Agreement and the Escrow Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, subject only to obtaining the Parent Required Stockholder Approvals Vote for the adoption and approval of this Agreement and the Merger, and the filing of the Certificate Articles of Merger pursuant to Delaware Lawthe BCA. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting Required Stockholder Vote is sufficient for Parent's the Company’s stockholders to approve the issuance of shares of Parent Common Stock pursuant to and adopt this Agreement and approve the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of the Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent, Merger Sub, the Company Stockholders and the Company Stockholder Representative, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by Parent, Merger Sub, the Escrow Agent and the Company Stockholder Representative, the Escrow Agreement, when executed and delivered by the Company, will constitute the valid and binding obligations obligation of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

Authority; Non-Contravention. The Board of Directors of the Company has approved the Merger and this Agreement and declared the Merger and this Agreement to be in the best interests of the stockholders of the Company. Certain officers, directors and significant stockholders of the Company selected by EarthLink have executed an agreement to vote in favor of the Merger and vote against alternative proposals, which agreement is attached hereto as Exhibit D (a) Each of Parent and Merger Sub the "Agreement to Vote Stock"). The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to obtaining the requisite approval of the Merger and this Agreement by the Company's stockholders as required by the DGCL ("Company Stockholder Approval") to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, subject only to Company Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization and delivery by EarthLink and Combination Company, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that and as (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally and the application of general principles of equity, (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the Parent discretion of the court before which any proceeding therefor may be brought and (iii) the enforceability of any indemnification provision contained herein may be limited by applicable federal or state securities laws. The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or loss of a material benefit under, or result in the creation of any Lien, upon any of the properties or assets of the Company or any of its Subsidiaries, individually or collectively (a "Default") under, any provision of (i) the Certificate of Incorporation and Bylaws of the Company or any provision of the comparable organizational documents of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, or other agreement, instrument, permit, concession, franchise or license to which the Company or any of its Subsidiaries is a party or by which it or they or any of their respective properties or assets is bound (individually, a "Contractual Document" and collectively, the "Contractual Documents"), except any such Default or Defaults that, individually or in the aggregate under one such Contractual Document or several such Contractual Documents, would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to the Company or any of its Subsidiaries or their respective properties or assets, except any such Default or Defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Section 3.1(d) of the Company Disclosure Schedule sets forth, to the Company's Knowledge, the Company's Defaults under the provisions described in (i), (ii), and (iii) immediately above. No consent, approval, order or authorization of, or registration, declaration or filing with ("Consent"), any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity") or other Person, is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except where lack of such Consents would not be material, and except for (i) the filing by the Company of a pre-merger notification and report form under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and the expiration or termination of the waiting period thereunder, (ii) the filing with the Securities Exchange Commission ("SEC") of (A) a proxy statement/ prospectus relating to the Company Stockholder Approvals Meeting (such proxy statement/ prospectus as amended or supplemented from time to time, the "Proxy Statement") and (B) the Registration Statement (as defined in Section 5.1(b)) and (C) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) Company Stockholder Approval, (iv) the filing of the Certificate of Merger pursuant with and approval by the Delaware Secretary of State with respect to Delaware Law. The affirmative vote the Merger as provided in the DGCL and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) the holders of a majority in interest applicable requirements, if any, of the stock present or represented by proxy at National Association of Securities Dealers, Inc. (the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve "NASD") and the issuance of shares of Parent Common Stock pursuant to the MergerNasdaq National Market ("Nasdaq"), (iivi) the holders of a majority applicable requirements, if any, of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock consents, approvals, authorizations or permits described in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iiiSection 3.1(d) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equityDisclosure Schedule.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement, the Transaction Option Agreement and the Stockholders' Agreements and, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approvals (as defined below), to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Transaction Option Agreement and the Stockholders' Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, subject subject, if required with respect to the consummation of the Merger, only to the Parent approval and adoption of this Agreement and the approval of the Merger by Company's stockholders (the "Company Stockholder Approvals Approvals") pursuant to the DGCL and the filing of the Certificate of Merger pursuant to Delaware Lawthe DGCL. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent the Company Common Stock is sufficient for Parentthe Company's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to approve and adopt this Agreement and approve the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of the Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement, the Stockholders' Agreements and the Transaction Option Agreement has have been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by Companythe other parties thereto, constitute the valid and binding obligations of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. There is no vote of the holders of any class or series of the Company's securities necessary to approve the Transaction Option Agreement or the Stockholders' Agreement. The Company has complied with, or has taken all actions necessary to render inapplicable any state takeover statute or regulation applicable to the Merger, this Agreement and the transactions contemplated hereby.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the transactions contemplated herebyTransactions. The Except as set forth in Schedule 3.3(a) of the Company Disclosure Letter, and subject to obtaining the Company Stockholder Approval, (i) the execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent the Company, (ii) each Transaction Document has been duly executed and Merger Subdelivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the Parent Stockholder Approvals effect, if any, of (x) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (y) rules of law governing specific performance, injunctive relief and other equitable remedies (collectively, the “Enforceability Exceptions”). The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board has (i) declared that this Agreement and the filing Transactions, including the Merger, on the terms and subject to the conditions set forth herein, advisable, (ii) approved this Agreement in accordance with the DGCL and (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Certificate of Merger pursuant to Delaware LawCompany Stockholders adopt this Agreement. The affirmative vote votes of (i) the holders of at least a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent Company Common Stock pursuant to the Merger, and (ii) the holders of a majority of the outstanding shares of Parent Common Company Series A Stock is sufficient for Parent's stockholders (voting as a separate voting class) are the only votes of the holders of Company Capital Stock necessary to amend Parent's adopt this Agreement and approve the principal terms of the Merger under the DGCL, the Certificate of Incorporation to increased and the authorized number Bylaws, each as in effect at the time of shares of Parent Common Stock in order to permit such adoption and approval (collectively, the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of “Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equityStockholder Approval”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and the Related Documents and to consummate the transactions contemplated herebyhereby and thereby. The Board of Directors of the Company has unanimously approved this Agreement and declared the advisability of this Agreement and the Merger and recommended that the shareholders of the Company approve and adopt this Agreement and approve the Merger. Section 14-2-1132 of the GBCC applicable to a “business combination” (as defined therein) will not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the Related Documents and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware LawCompany. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting Requisite Shareholder Approval is sufficient for Parent's stockholders the Company’s shareholders to approve the issuance of shares of Parent Common Stock pursuant to and adopt this Agreement and approve the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of the Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent, Merger Sub and the Representative, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Related Documents by Parent, Merger Sub, the Representative and/or the other parties thereto, each Related Document, when executed and delivered by the Company, will constitute the valid and binding obligations obligation of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

Authority; Non-Contravention. (a) Each The Board of Parent Directors of the Company ---------------------------- has approved the Merger and this Agreement, by unanimous vote of the directors, and declared the Merger Sub and this Agreement to be in the best interests of the stockholders of the Company. The directors of the Company have advised the Company and TMW that they intend to vote or cause to be voted all of the shares of the Company Common Stock for which they have voting power in favor of approval of the Merger and this Agreement. The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to approval of the Merger and this Agreement by the holders of a majority of the outstanding Company Shares as of the record date for the Company Stockholders Meeting ("Company Stockholder Approval"), to consummate the transactions contemplated herebyhereby and to take such actions, if any, as shall have been taken with respect to the matters referred to in Section 3.1(h). The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, subject only to Company Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally, (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the Parent discretion of the court before which any proceeding therefor may be brought and (iii) the enforceability of any indemnification provision contained herein may be limited by applicable federal or state securities laws. The execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien, upon any of the properties or assets of the Company or any of its subsidiaries under, any provision of (i) the Amended and Restated Articles of Incorporation or Amended and Restated Bylaws of the Company or any provision of the comparable organizational documents of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole and would not materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity") or other Person, is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing by the Company of a pre-merger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the expiration or termination of the waiting period thereunder, (ii) the filing with the SEC of (A) a proxy statement relating to the Company Stockholder Approvals Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and (B) the Registration Statement (as defined in Section 5.1(b)) and (C) such reports under Section 13(a) of Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) Company Stockholder Approval and (iv) the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote with and approval by the Georgia Secretary of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant State with respect to the MergerMerger as provided in the GBCC and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such other consents, (ii) approvals, orders, authorizations, registrations, declarations and filings the holders failure of which to be obtained or made would not have a majority of Material Adverse Effect on the outstanding shares of Parent Company and its subsidiaries, taken as a whole. Assuming that the TMW Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate listed on a "national securities exchange" within the meaning of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority Section 14-2-1302 of the voting power GBCC, the shareholders of all of then outstanding shares of Parent Common Stock is sufficient the Company are not entitled to amend Parentdissenter's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required rights in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equityMerger.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyTransactions, subject, in the case of the Merger under Section 251(h) of the DGCL, to the satisfaction of the conditions of Section 251(h) of the DGCL. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company and, subject only assuming the conditions of Section 251(h) of the DGCL have been satisfied with respect to the Parent Stockholder Approvals and Merger, no approval or other action on the part of the stockholders of the Company or any other corporate proceeding on the part of the Company is necessary to adopt or authorize this Agreement or to consummate the Transactions (other than the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebySection 2.3). This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery thereof by Companyeach of the other parties hereto, constitute constitutes the valid and binding obligations obligation of Parent and Merger Sub, respectivelythe Company, enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and general principles (ii) Applicable Law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly adopted on or prior to the date hereof (and not thereafter modified or rescinded) by the unanimous vote of equitythe full Company Board, has (i) approved and declared advisable this Agreement, the Tender Agreements, the Offer, the Merger and the other Transactions, (ii) declared that is in the best interests of the Company and the stockholders of the Company (other than Parent and its subsidiaries) that the Company enter into this Agreement and consummate the Merger and the other Transactions and that the stockholders of the Company tender their shares of Company Common Stock pursuant to the Offer, in each case on the terms and subject to the conditions set forth herein, (iii) declared that the terms of the Offer and the Merger are fair to the Company and the stockholders of the Company (other than Parent and its subsidiaries) and (iv) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer (collectively, the “Company Board Recommendation”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Parent the Company. This Agreement has been duly executed and Merger Subdelivered by the Company and, assuming the due execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the Parent Stockholder Approvals effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the Board, has (i) declared that this Agreement and the filing Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Certificate Company and the Company Stockholders, (ii) approved this Agreement in accordance with the provisions of Delaware Law and (iii) directed that the adoption of this Agreement and approval of the Merger pursuant be submitted to Delaware Lawthe Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative vote votes of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of outstanding shares of Parent Company Common Stock pursuant and Company Preferred Stock (voting together as a single voting class on an as-converted to the MergerCompany Common Stock basis), (ii) the holders of a majority of the outstanding shares of Parent Company Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, (voting as a separate voting class) and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Company Preferred Stock is sufficient to amend Parent's Bylaws to increase (voting as a separate voting class) are the authorized number only votes of directors of Parent, and no other approval of any holder of any securities the holders of Company is required Capital Stock necessary to adopt this Agreement and approve the Merger under Delaware Law, California Law, the Certificate of Incorporation and the Bylaws, each as in connection with effect at the consummation time of such adoption and approval (collectively, the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity“Company Stockholder Approval”).

Authority; Non-Contravention. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its covenants and obligations hereunder and to consummate the transactions contemplated herebyMerger. The execution Assuming the accuracy of the representations set forth in Section 5.8, the execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have Merger has been duly authorized by all necessary corporate action on the part of Parent and the Company and, assuming the Stockholder Approval has been obtained, no other corporate proceeding on the part of the Company is necessary to adopt or authorize this Agreement or to consummate the Merger Sub, subject only to the Parent Stockholder Approvals and (other than the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is sufficient for Parent's stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Certificate of Incorporation to increased the authorized number of shares of Parent Common Stock in order to permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number of directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated herebySection 2.2). This Agreement has been duly executed and delivered by each of Parent the Company and Merger Sub and, (assuming the due authorization, execution and delivery of this Agreement by CompanyParent and Sub, constitute as applicable) constitutes the valid and binding obligations obligation of Parent and Merger Sub, respectively, the Company enforceable against Parent and Merger Sub the Company in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy and applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws Laws of general application, now or hereafter in effect, affecting the or relating to enforcement of creditors’ rights of creditors generally and or by general principles of equity, whether considered in any Legal Proceeding at Law or in equity (the “Bankruptcy and Equity Exception”). At a meeting duly called and held prior to the execution of this Agreement, the board of directors of the Company (the “Company Board”) duly and unanimously adopted and approved this Agreement, declared this Agreement advisable, approved the execution, delivery and performance of this Agreement and the consummation by the Company of the Merger, determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and the stockholders of the Company (the “Company Stockholders”), and resolved to recommend (subject to its right to change its recommendation if required by its fiduciary duties in accordance with this Agreement) that the Company Stockholders consummate the Merger, which resolutions have not been subsequently withdrawn, amended or modified (but without limitation of the terms set forth in Section 7.3).