Common use of Authority; Noncontravention; Voting Requirements Clause in Contracts

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted and approved this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders of the Company approve this Agreement. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement (including the Plan) and the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exception”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted and approved this Agreement and adopted, approved and declared advisable the Transactions, including this Agreement and the Merger, and (ii) resolved to recommend that the shareholders stockholders of the Company approve adopt this AgreementAgreement (the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholders Meeting. (c) Neither Except as set forth on Schedule 3.3(c) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, (iii) require any consent, approval or (B) violateother authorization of, or filing with or notification to any person under, materially violate or conflict with, result in the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination or revocation of or a right of termination or cancellation under, or accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected exceptthat is a Material Contract or any Permit, or (iv) result in the case creation of clause (B)any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, for such violationsany Contract to which the Company or any of its Subsidiaries is a party, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually by which they or in the aggregate, could not reasonably any of their respective properties or assets may be expected to have a Material Adverse Effect on the Companybound or affected or any Permit. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock and the Series B Preferred Stock (voting on an as-converted basis), voting together as a single class, at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions. (e) There are no voting trusts, proxies or similar agreements, arrangements or commitments to which the Company or any of its Subsidiaries is a party or of which the Company has Knowledge with respect to the voting of any shares of capital stock of the Company or any of its Subsidiaries, except for the Voting Agreements. There are no bonds, debentures, notes or other instruments of indebtedness of the Company or any of its Subsidiaries that have the right to vote, or that are convertible or exchangeable into or exercisable for securities or other rights having the right to vote, on any matters on which stockholders of the Company may vote.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and, subject to obtaining and the Company Shareholder Approval, Related Agreements and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the Related Agreements, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Board Board, and, except for filing the Certificate of Directors Designations with the Secretary of State of the Company. Subject State of Delaware pursuant to obtaining the Company Shareholder ApprovalDGCL, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Related Agreements and the consummation by the Company it of the Transactions. This Agreement has been been, and the Related Agreements will be on the Closing Date, duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof and thereof by the other parties heretoInvestor, constitutes this Agreement constitutes, and the Related Agreements will on the Closing Date constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted and approved this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders of the Company approve this Agreement. (c) Neither the execution and delivery of this Agreement nor any of the Related Agreements by the Company Company, nor the consummation by the Company of the Transactions Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of (A) the Company Charter Documents or (B) any similar organizational documents of any of the Subsidiary Documents Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval 3.04 are obtained prior to the Closing Date and the filings referred to in Section 3.4 3.04 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or constitute an event which, with notice or lapse of time, time or both, would constitute a violation or default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, under any of the terms, conditions or provisions of any material loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, lease, contract or other agreement, instrument arrangement or obligation understanding (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a partyparty or accelerate any obligations or rights under or give a right of termination of (whether or not with notice, lapse of time or by which they both) any such Contract, (y) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to the Company or any of their respective its Subsidiaries or (z) result in the creation of any Lien on any properties or assets may be bound of the Company or affected any of its Subsidiaries, except, in the case of clause (Bii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could have not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement (including the Plan) and the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by the Company Board, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”)equity. (b) The Company’s Company Board of Directors, at a meeting duly called and held, has unanimously (i) adopted determined that the Merger is fair to, and approved in the best interests of, the Company and its stockholders, (ii) declared advisable this Agreement Agreement, the Merger and the Transactions, including (iii) approved this Agreement, the Merger, Merger and the Transactions and (iiiv) resolved resolved, subject to Section 5.2, to recommend adoption of this Agreement to the holders of Company Common Stock. The Company Board has directed that this Agreement be submitted to the shareholders holders of the Company approve this AgreementCommon Stock for their adoption. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or of the similar organizational documents of any of the Subsidiary Documents Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries Subsidiaries, (y) violate or any of their respective properties or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, lease, contract or other agreement, instrument or obligation agreement (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a partyparty or accelerate the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract, or by which they violate or constitute a default under the terms, conditions or provisions of the Insight Merger Agreement, or (z) result in the creation of any Lien on any properties or assets of the Company or any of their respective properties or assets may be bound or affected its Subsidiaries, except, in the case of clause (Bii), for such violations, conflicts, losses, defaults, terminations, cancellations, defaults or accelerations or Liens asas would not reasonably be expected to have, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Stockholders Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary legally required to approve adopt this Agreement (including the Plan) and the Transactions“Company Stockholder Approval”).

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalStockholder Approval as contemplated by Section 1.4, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Board of Directors of the Company. Subject to obtaining the Company Shareholder Approval, no other all necessary corporate action on the part of the Company is (including by the Company Board), and except for obtaining the Company Stockholder Approval (to the extent required by the DGCL), no other corporate action or proceedings on the part of the Company or any of its stockholders are necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company’s Board Company approves of Directorsand consents to the Offer, and represents and warrants that the Company Board, at a meeting duly called and held, has has, subject to the terms and conditions set forth in this Agreement, unanimously (i) adopted approved this Agreement, and deemed this Agreement and the Transactions advisable, fair to and in the best interests of the Company Stockholders; (ii) approved this Agreement and the Transactions, including the Offer and the Merger, in all respects, and such approval constitutes approval of this Agreement and the Transactions and the Tender Agreement for purposes of Section 203 of the DGCL (assuming the accuracy of Parent’s representation and warranty contained in Section 4.9) and for purposes of any other state takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire or vote shares; and (iiiii) resolved to recommend that the shareholders Company Stockholders accept the Offer, tender their shares of Company Common Stock in the Offer, and, to the extent required by applicable Law, approve the Merger and adopt this Agreement (the “Company Recommendation”). The Company hereby consents to the inclusion of such approval and the Company approve this AgreementRecommendation in the Offer Documents, subject to Section 5.2(b). (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate result in any violation or breach of (with or without notice or lapse of time, or both) any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval (to the extent required by the DGCL) are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties (y) conflict with or assets or (B) violate, conflict with, result in the loss of any benefit underviolation or breach of, constitute a or default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of under or give rise to a right of, or result in, termination, modification, cancellation, recapture or acceleration of termination any obligation or cancellation under, accelerate to the performance required byloss of a benefit, or result in the creation of any Lien lien in or upon or with respect to, any of the respective properties (including Intellectual Property) or other assets of the Company or any of its Subsidiaries underSubsidiaries, under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation agreement (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of this clause (Bii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations violations or Liens asdefaults as would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The Except as set forth in Section 3.3(d) of the Company Disclosure Letter, the affirmative vote (in person or by proxy) of by the holders of more than two-thirds at least a majority in voting power of the outstanding shares of Company Common Stock and Series D-1 Preferred Stock (voting on an as-converted basis) voting together as a single class, at the Company Shareholders Meeting Stockholders Meeting, or any adjournment or postponement thereof of the Company Stockholders Meeting, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Approval”) is are the only vote votes or approval approvals of the holders of any class or series of the Company’s capital stock of the Company or any of its Subsidiaries Subsidiaries’ capital stock or other securities which is are necessary to approve adopt this Agreement and approve the Transactions (including to the Planextent required by applicable Law to approve the Merger) and (the Transactions“Company Stockholder Approval”).

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Transactions Transactions, have been duly and validly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the board of directors (the “Board of Directors Directors”) of the Company. Subject to , and except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted and approved this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders of the Company approve this Agreement. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) assuming the Company Stockholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Charter Documents or (ii) assuming that each of the authorizationsconsents, consents authorizations and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval 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 mademade and any applicable waiting periods referred to therein have expired, (A) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of their respective properties its Subsidiaries is bound or assets affected or (Biii) violate, conflict with, result in the loss of any benefit underbreach of, or constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, amendment, acceleration or cancellation underof, accelerate any Contract to which the performance required byCompany or any Significant Subsidiary is a party, or result in the creation of a Lien, other than any Lien Permitted Lien, upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected exceptthan, in the case of clause clauses (Bii) and (iii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asas would not, individually or in the aggregate, could not have or reasonably be expected to have have, a Company Material Adverse Effect on Effect. (c) The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) declaring that the terms of this Agreement and the Transactions are fair to, advisable to and in the best interests of the Company and its stockholders, (ii) approving, adopting and authorizing this Agreement and the Transactions, (iii) directing that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company, and (iv) recommending that stockholders of the Company adopt this Agreement. (d) The adoption of this Agreement by the affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by the Company Board, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of DirectorsCompany hereby consents to the Offer and represents that the Company Board, at a meeting heretofore duly called and heldheld at which all of the members of the Company Board were present in person or by telephone in compliance with the applicable provisions of the DGCL, has duly and unanimously adopted resolutions (i) adopted determining that this Agreement and approved the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement are advisable, (ii) determining that this Agreement and the Transactions, including the Offer and the Merger, taken together, are fair to and in the best interests of the Company and the holders of Shares, (iii) approving this Agreement and the Transactions, including the “agreement of merger” contained in this Agreement in accordance with the DGCL, (iv) directing that the “agreement of merger” contained in this Agreement be submitted to the holders of Shares for adoption, unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated herein (the “Company Merger Recommendation”), (v) subject to Section 5.2 and Section 5.4(a), recommending that the holders of Shares accept the Offer and tender their Shares to Purchaser pursuant to the Offer, (the “Offer Recommendation” and, together with the Company Merger Recommendation, “Company Recommendation”), (vi) authorizing the grant of the Top-Up Option and the issuance of the Top-Up Option Shares upon the exercise thereof, and (iivii) resolved electing, to recommend that the shareholders extent permitted by applicable Laws, to make inapplicable all state takeover laws or similar Laws, including Section 203 of the DGCL, to the extent they might otherwise apply to the execution, delivery, performance or consummation of this Agreement or the transactions (including, the Transactions) contemplated hereby or thereby. None of the aforesaid actions by the Company’s Board of Directors has been amended, rescinded or modified as of the date hereof. No further corporate action is required by the Company Board in order for the Company to approve this AgreementAgreement or the Transactions, including the Merger and the Offer. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any material Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at Shares for the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement and approve the Transactions (including the Plan) and the Transactions“Company Stockholder Approval”).

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the TransactionsMerger. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Transactions Merger, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the TransactionsMerger. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”“). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted and approved this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders of the Company approve this Agreement. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Merger, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents Amended and Restated Certificate of Incorporation or any bylaws of the Subsidiary Documents Company or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any Lawlaw, judgment, writ or injunction of any Governmental Authority governmental authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets. Except for the Company Stockholder Approval, no consent, waiver, approval, order, permit or (B) violateauthorization of, conflict or declaration or filing with, result in or notification to, any person or governmental body is required on the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets part of the Company or any of its Subsidiaries under, any of in connection with the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval execution and delivery of this Agreement (including or the Plan) (the “Company Shareholder Approval”) is the only vote or approval consummation of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement (including the Plan) and the Transactionstransactions contemplated hereby.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its board of directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company’s Board board of Directorsdirectors, at a meeting duly called and held, has unanimously (i) adopted approved and approved declared advisable this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders stockholders of the Company approve adopt this Agreement. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any applicable Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any written or oral loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, Permit to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected affected, except, in the case of clause (B), (1) solely with respect to state Laws applicable to Government Contracts, to the Knowledge of the Company, or (2) for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval of its stockholders to the adoption of this Agreement as contemplated by Section 1.4 (to the extent required by the DGCL) (the “Company Shareholder Stockholder Approval”), to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted approved and approved declared advisable this Agreement and the Transactions, including the MergerOffer and the Merger (such approval having been made in accordance with the DGCL, including for purposes of Section 203 thereof) and (ii) resolved to recommend that the shareholders stockholders of the Company approve accept the Offer, tender their Shares to Purchaser pursuant thereto and adopt this Agreement. (c) Neither Except as set forth in Section 3.3(c) of the Company Disclosure Letter, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (By), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds at least 60% of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement anddeliver, subject to obtaining the Company Shareholder Approval, to and perform its obligations hereunder under, this Agreement and the other Transaction Agreements to consummate the Transactionswhich it is a party. The execution, delivery and performance by the Company of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedvalidly approved by its Board and by the Special Committee, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to obtaining the Company Shareholder Approval, no other corporate approval or action on the part of the Company or the Stockholders is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Agreements to which it is a party and the consummation by the Company it of the Transactions, subject only to the obtainment of the Company Stockholder Approval, which shall be satisfied upon delivery of the Written Consent, and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. The Special Committee consists solely of a disinterested member of the Board (within the meaning of Section 144 of the DGCL). This Agreement has been been, and each of the other Transaction Agreements to which the Company is a party will be, at or prior to Closing, duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties heretohereto and thereto, constitutes a constitute legal, valid and binding obligation obligations of the Company, enforceable against the Company it in accordance with its their terms, except that such enforceability enforceability: (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Applicable Law of general application affecting or relating to the enforcement of creditors’ rights generally generally; and (ii) is subject subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law or in equity equity) (the “Bankruptcy and Equity Exception”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously affirmative vote (in person or by proxy) or written consent of: (i) adopted the holders of a majority of the outstanding shares of Company Common Stock and approved Company Preferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis); (ii) the holders of a majority of the outstanding shares of Company Preferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis); (iii) the holders of a majority of the outstanding shares of Company Series D Preferred Stock (voting as a separate class); (iv) the holders of a majority of the outstanding shares of Company Series E Preferred Stock (voting as a separate class); and (v) the holders of a majority of the outstanding shares of Company Common Stock (voting as a separate class) are the only votes of the holders of Company Capital Stock necessary to adopt and approve this Agreement and the Merger (including under the DGCL, the CCC and the Company Organizational Documents or any other Contract, as applicable, each as in effect at the time of such adoption and approval), or otherwise authorize or approve any of the Transactions, including the MergerCharter Amendment, and or any other Transaction Agreements to which the Company is a party (ii) resolved to recommend that collectively, the shareholders “Company Stockholder Approval”). Upon receipt of the Company approve this Stockholder Approval and the Company giving notice of exercise of its rights set forth in Section 3 of the Drag-Along Agreement, the Company shall have satisfied all of the conditions precedent to and requirements for the exercise of the Drag-Along Rights in accordance with their terms against the Voting Parties (as defined in the Drag-Along Agreement) party thereto. (c) Neither the execution and delivery of this Agreement and the other Transaction Agreements by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof will or thereof, will: (i) conflict with or violate any provision of the Company Organizational Documents (after giving effect to the Charter Documents or any of the Subsidiary Documents Amendment); or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval 2.4 are obtained and the filings referred to in Section 3.4 2.4 are made, (Ax) violate any Applicable Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) except as set forth in Section 2.3(c) of the Disclosure Schedule, violate, conflict with, result in the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, trigger any payments pursuant to, result in the termination of or a right of termination termination, modification, or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective material properties or assets of of, the Company or any of its Subsidiaries under, under any of the terms, conditions or provisions of any loan Material Contract or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or material Permit, to which the Company or any of its Subsidiaries is a party, or by which they the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected affected, except, in the case of clause (By), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations violations or Liens asdefaults as would not, individually or in the aggregate, could not reasonably be expected material to have the Acquired Companies, taken as a Material Adverse Effect on the Companywhole. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement (including the Plan) and the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its board of directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company or its stockholders is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board board of Directorsdirectors, at a meeting duly called and heldheld on or prior to the date of this Agreement, has unanimously (i) adopted determined that it is advisable and in the best interests of the Company and its stockholders to enter into this Agreement and that the Transactions are fair to, and in the best interests of, the Company and its stockholders, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Merger, and (iiiii) resolved to recommend that adoption of this Agreement by the shareholders stockholders of the Company approve this AgreementCompany. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (iwith or without the giving of notice, the lapse of time, or both) (i)(i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or any resolution adopted by the board of directors or the stockholders of the Company or any of its Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and on Section 3.14(b)(2) of the Company Shareholder Disclosure Schedule and the Company Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) conflict with or violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or to which any of their respective properties or assets are subject or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or constitute a default (under or an event which, with notice or lapse of time, or both, would constitute a default) under, result in or permit the termination of or a right of modification, revocation, cancellation, termination or cancellation acceleration of rights under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation agreement (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, party or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Companyare bound. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Stockholders Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions transactions contemplated hereby, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted approved and approved declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger, and (ii) resolved to recommend recommend, subject to Section 5.3, that the shareholders stockholders of the Company approve adopt this Agreement, and (iii) determined that this Agreement and the transactions contemplated hereby, including the Merger, collectively constitute a Permitted Transaction (as such term is defined in the Company Rights Agreement) that is fair to and otherwise in the best interests of the holders of Company Common Stock. (c) Neither Except as set forth in Section 3.3(c) of the Company Disclosure Schedule, none of the execution and delivery of this Agreement by the Company nor Company, the consummation by the Company of the Transactions nor transactions contemplated hereby or the compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of Documents, the Subsidiary Documents or the Joint Venture Documents, (ii) result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or a right of termination or cancellation under, accelerate the performance required by, or trigger any put or call rights, rights of first refusal or any consent rights under, the Joint Venture Documents or (iii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or Company, any of its Subsidiaries or any Joint Venture or any of their respective properties or assets or assets, (By) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or Company, any of its Subsidiaries or any Joint Venture under, any of the terms, conditions or provisions of (i) any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”), other than any of the Joint Venture Documents, or (ii) or any Permit, to which the Company or Company, any of its Subsidiaries or any Joint Venture is a party, or by which they any of them or any of their respective properties or assets may be bound or affected affected, except, in the case of clause (By), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including and approve the Plan) and the Transactionstransactions contemplated hereby.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, and to perform its obligations hereunder and to consummate the Transactions, subject in the case of the consummation of the Merger to obtaining the Company Stockholder Approval, if such approval is required by the Company Charter Documents or by Law. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized by all necessary corporate action and approved, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions, subject in the case of the consummation of the Merger to obtaining the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) approved and adopted and approved this Agreement and approved the Transactions, including the Merger, and (ii) determined that this Agreement and the Transactions are advisable and in the best interests of, the stockholders of the Company, (iii) consented to the public disclosure of this Agreement and the Transactions in accordance with the terms and provisions of the Mutual Non-Disclosure Agreement, dated as of December 13, 2007, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”) and (iv) resolved to, subject to Section 5.12 hereof, recommend that the shareholders stockholders of the Company approve accept the Offer, tender their shares of Company Common Stock to Purchaser pursuant to the Offer and, if applicable, grant the Company Stockholder Approval and submit this AgreementAgreement to the stockholders of the Company for approval and file with the SEC each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the Transactions, including the Schedule 14D-9 and the proxy or information statement, if any, (the “Company Disclosure Documents”), as required by Law. (c) Neither the execution execution, delivery and delivery performance of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and (and, in the case of the consummation of the Merger, the Company Shareholder Approval Stockholder Approval) are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective assets, properties or assets rights, (y) violate or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, which with notice or lapse of time, time or both, both would constitute become a default) under, result in the termination of or a give rise to any right of termination termination, cancellation, modification or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, acceleration under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, license, lease, contract or other agreement, instrument or obligation agreement (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, party or by which they any of their assets, properties or rights are bound or (z) result in the creation of any Lien upon any of the assets, properties or rights of the Company or any of their respective properties or assets may be bound or affected its Subsidiaries other than Permitted Liens, except, in the case of clause (Bii), for such violations, conflicts, losses, defaults, terminationsrights or Liens, cancellations, accelerations or Liens as, individually or in the aggregate, could have not had and would not reasonably be expected to have a Company Material Adverse Effect on or as set forth in Schedule 3.3(c) of the CompanyCompany Disclosure Schedule. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds at least a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at the Company Shareholders Meeting Stockholders’ Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including and the Plan) Merger (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement (including the Plan) and the TransactionsTransactions and the Company Stockholder Approval is not required if in the Offer Purchaser obtains at least ninety percent (90%) of the outstanding shares of Company Common Stock.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its board of directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ ' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “"Bankruptcy and Equity Exception”"). (b) The Company’s Board 's board of Directorsdirectors, at a meeting duly called and held, has unanimously (i) adopted approved and approved declared advisable this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders stockholders of the Company approve adopt this Agreement. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any applicable Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any written or oral loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “"Contract”") or Permit, Permit to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected affected, except, in the case of clause (B), (1) solely with respect to state Laws applicable to Government Contracts, to the Knowledge of the Company, or (2) for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “"Company Shareholder Stockholder Approval”") is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability enforceability: (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ ' rights generally generally; and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “"Bankruptcy and Equity Exception”"). (b) The Special Committee has unanimously (i) determined that (A) this Agreement and the Merger are advisable and in the best interests of the Company and its stockholders, and (B) the cash consideration to be received for outstanding shares of Company Common Stock in the Merger is fair to the stockholders of the Company’s , (ii) recommended that the Board of DirectorsDirectors of the Company approve and adopt this Agreement and approve the Transactions, and (iii) recommended approval and adoption by the stockholders of the Company of this Agreement and the Transactions (such unanimous recommendation being referred to as the "Special Committee Recommendation"). Subsequent to the Special Committee Recommendation, the Board of Directors of the Company, upon the unanimous vote of all members present at a meeting duly called and held, has unanimously (ix) determined that (1) this Agreement and the Merger are advisable and in the best interests of the Company and its stockholders, and (2) the cash consideration to be received for outstanding shares of Company Common Stock in the Merger is fair to the stockholders of the Company, (y) approved and adopted and approved this Agreement and the Transactions, including the Merger, and (iiz) resolved subject to recommend the provisions of Section 5.3(c), recommended that the shareholders stockholders of the Company approve and adopt this AgreementAgreement and approve the Transactions (such unanimous recommendation being referred as the "Company Board Recommendation"). (c) Neither Other than as may have been or will be caused by the forward merger of the Company with and into Merger Sub, with Merger Sub surviving, as contemplated by this Agreement instead of the reverse merger of Merger Sub with and into the Company, with the Company surviving, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will in any material respect: (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents Documents; or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, : (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets; or (B) violate, conflict with, result in the loss of any benefit under, materially violate or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the loss of a material benefit under or material increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the respective properties properties, Intellectual Property or other assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation obligation, whether written or oral (each, a “"Contract”") or Permit, Permit applicable to which the business of the Company or any of and its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Companyassets. (d) The Assuming the accuracy of the representations made in Section 4.8, the affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “"Company Shareholder Stockholder Approval”") is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which that is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Company Board of Directors of the Company. Subject to and, except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of DirectorsCompany Board, at a meeting duly called and held, has unanimously (i) adopted adopted, approved and approved declared advisable this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders of the Company approve this Agreement. (c) Neither the execution and delivery of this Agreement by the Company, the performance by the Company nor of its covenants and obligations hereunder and the Merger, and (ii) resolved, subject to Section 5.2 and Section 5.4 hereof, to recommend that stockholders of the Company adopt this Agreement. (c) Except as set forth on Section 3.3(c) of the Company Disclosure Schedule, none of the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions nor Transactions, or compliance by the Company with any of the terms or provisions hereof will hereof, will: (i) assuming the Company Stockholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents Documents, or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are mademade prior to the Effective Time and any waiting period required thereunder shall have been terminated or expired prior to the Effective Time, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets Subsidiaries, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, amendment or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreementCompany Material Contract, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), except for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as, individually or in the aggregate, could defaults with respect to this clause (ii) that are not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholders Meeting Stockholders Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability enforceability: (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally generally; and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exception”). (b) The Special Committee has unanimously (i) determined that (A) this Agreement and the Merger are advisable and in the best interests of the Company and its stockholders, and (B) the cash consideration to be received for outstanding shares of Company Common Stock in the Merger is fair to the stockholders of the Company’s , (ii) recommended that the Board of DirectorsDirectors of the Company approve and adopt this Agreement and approve the Transactions, and (iii) recommended approval and adoption by the stockholders of the Company of this Agreement and the Transactions (such unanimous recommendation being referred to as the “Special Committee Recommendation”). Subsequent to the Special Committee Recommendation, the Board of Directors of the Company, upon the unanimous vote of all members present at a meeting duly called and held, has unanimously (ix) determined that (1) this Agreement and the Merger are advisable and in the best interests of the Company and its stockholders, and (2) the cash consideration to be received for outstanding shares of Company Common Stock in the Merger is fair to the stockholders of the Company, (y) approved and adopted and approved this Agreement and the Transactions, including the Merger, and (iiz) resolved subject to recommend the provisions of Section 5.3(c), recommended that the shareholders stockholders of the Company approve and adopt this AgreementAgreement and approve the Transactions (such unanimous recommendation being referred as the “Company Board Recommendation”). (c) Neither Other than as may have been or will be caused by the forward merger of the Company with and into Merger Sub, with Merger Sub surviving, as contemplated by this Agreement instead of the reverse merger of Merger Sub with and into the Company, with the Company surviving, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will in any material respect: (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents Documents; or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, : (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets; or (B) violate, conflict with, result in the loss of any benefit under, materially violate or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the loss of a material benefit under or material increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the respective properties properties, Intellectual Property or other assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation obligation, whether written or oral (each, a “Contract”) or Permit, Permit applicable to which the business of the Company or any of and its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Companyassets. (d) The Assuming the accuracy of the representations made in Section 4.8, the affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which that is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its board of directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company or its stockholders is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board board of Directorsdirectors, at a meeting duly called and heldheld on or prior to the date of this Agreement, has unanimously (i) adopted determined that it is advisable and in the best interests of the Company and its stockholders to enter into this Agreement and that the Transactions are fair to, and in the best interests of, the Company and its stockholders, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Merger, and (iiiii) resolved to recommend that adoption of this Agreement by the shareholders stockholders of the Company approve this AgreementCompany. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (iwith or without the giving of notice, the lapse of time, or both) (d) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or any resolution adopted by the board of directors or the stockholders of the Company or any of its Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and on Section 3.14(b)(2) of the Company Shareholder Disclosure Schedule and the Company Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) conflict with or violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or to which any of their respective properties or assets are subject or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or constitute a default (under or an event which, with notice or lapse of time, or both, would constitute a default) under, result in or permit the termination of or a right of modification, revocation, cancellation, termination or cancellation acceleration of rights under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation agreement (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, party or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Companyare bound. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Stockholders Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalStockholder Authorization, to perform its obligations hereunder and to consummate the TransactionsCutanogen Transaction. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have Agreement, has been duly authorized and approvedapproved by the board of directors of Company, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalStockholder Authorization, no other corporate action on the part of the any of Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the TransactionsAgreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties heretoPurchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ ' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “"Bankruptcy and Equity Exception”"). (b) The Company’s Board of DirectorsCompany Board, at a meeting duly called and held, has unanimously or will have (i) adopted approved and approved declared advisable this Agreement and directed that this Agreement be submitted to the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders holders of the shares of Company approve this AgreementCommon Stock for their authorization. (c) Neither the The execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof , will not (i) conflict with or violate any provision of the Company Charter Documents certificate of incorporation or any of the Subsidiary Documents bylaws (or (iiother . comparable organization documents) or{ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 2.4 and the Company Shareholder Approval Stockholder Authorization are obtained and the filings referred to in Section 3.4 2.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties (y) violate or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation agreement (each, a “"Contract”") or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (Bii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations violations or Liens asdefaults as would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on or to impair in any material respect the Company. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares ability of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval to perform its obligations hereunder. * Certain portions of this Agreement (including exhibit have been omitted pursuant to a request for confidential treatment and those portions have been filed separately with the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement (including the Plan) Securities and the TransactionsExchange Commission.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to as a result of obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the TransactionsMerger. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Transactions Merger, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the TransactionsMerger. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted and approved this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders of the Company approve this Agreement. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Merger, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents Certificate of Incorporation or any Bylaws of the Subsidiary Documents Company or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any Lawlaw, judgment, writ or injunction of any Governmental Authority governmental authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets. Except for the Company Stockholder Approval, no consent, waiver, approval, order, permit or (B) violateauthorization of, conflict or declaration or filing with, result in or notification to, any person or governmental body is required on the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets part of the Company or any of its Subsidiaries under, any of in connection with the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval execution and delivery of this Agreement (including or the Plan) (the “Company Shareholder Approval”) is the only vote or approval consummation of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement (including the Plan) and the Transactionstransactions contemplated hereby.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its board of directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board board of Directorsdirectors, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Transactions are in the best interests of the Company in accordance with Oregon Revised Statutes §60.357(5), (ii) approved, adopted and approved declared advisable this Agreement and the Transactions, including the Merger, and (ii) resolved (subject to Section 5.3) to recommend that the shareholders stockholders of the Company approve adopt this Agreement. (c) Neither None of the execution and delivery of this Agreement by the Company nor Company, the consummation by the Company of the Transactions nor Transactions, or compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Company Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, Company Permit to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could would not reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effect on the Companywhole. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which that is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalStockholder Approval if required by applicable Law, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by the Company Board, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalStockholder Approval if required by applicable Law, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of DirectorsCompany Board, at a meeting duly called and heldheld at which all of the directors of the Company Board were present in person or by telephone in compliance with the applicable provisions of the DGCL, has duly and unanimously adopted resolutions (i) adopted and approved approving this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend declaring that this Agreement, the shareholders Offer, the Merger and the other Transactions are advisable, fair to, and in the best interests of the Company approve and its stockholders, (iii) recommending that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer and (iv) recommending that the holders of the Company Common Stock adopt this Agreement if the Company Stockholder Approval is required by applicable Law (the “Merger Recommendation”), and none of the aforesaid actions by the Company Board has been amended, rescinded or modified as of the date hereof. The Company Board has taken all actions necessary, assuming the accuracy of the representations and warranties set forth in SECTION 5.10, so that Parent and Merger Sub will not be prohibited by Section 203 of the DGCL from consummating the Transactions in the manner contemplated hereby and to ensure that Section 203 of the DGCL will not impose any additional procedural, voting, approval or other restrictions on the timely consummation of the Transactions in accordance with the terms of this Agreement or restrict, impair or delay the ability of (x) Parent or Merger Sub to engage in any of the Transactions with the Company or (y) Parent or Merger Sub, following the Expiration Date and subject to and in accordance with the terms of this Agreement and the other provisions of this Agreement, to vote or otherwise exercise all rights as a stockholder of the Company. No other state takeover statute applies to this Agreement, the Merger or the other Transactions. (c) Neither The execution, delivery and performance by the execution and delivery Company of this Agreement by the Company nor and the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions hereof do not and will not (i) contravene or conflict with the organizational or violate any provision governing documents of the Company Charter Documents or any of the Subsidiary Documents or its Subsidiaries, (ii) assuming that compliance with the authorizations, consents and approvals referred to matters referenced in Section 3.4 4.4 and the receipt of the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any if required by applicable Law, judgment, writ contravene or injunction conflict with or constitute a violation of any Governmental Authority provision of any Law or Order binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or assets, (Biii) violate, conflict withassuming compliance with the matters referenced in Section 4.4, result in the loss of any benefit underviolation of, constitute a or default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination termination, cancellation or cancellation underacceleration of any obligation or to the loss of a benefit under any loan, accelerate guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license (each, a “Contract”) binding upon the performance required by, Company or any of its Subsidiaries or (iv) result in the creation of any liens, claims, mortgages, encumbrances, restrictions, covenants, pledges, security interests, equities, charges or matters of record of any kind (each, a “Lien”), other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business or which are being contested in good faith, (C) encumbering any of the Leased Real Property that does not materially interfere with the use of the Leased Real Property by the Company or its Subsidiaries, (D) which is specifically disclosed on the most recent consolidated balance sheet of the Company or notes thereto or securing liabilities reflected on such balance sheet) or (E) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Company (each of the foregoing, a “Permitted Lien”), upon any of the respective properties or assets of the Company or any of its Subsidiaries underSubsidiaries, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected exceptthan, in the case of clause clauses (Bii) and (iii), for any such violationsviolation, conflictsconflict, lossesdefault, defaultstermination, terminationscancellation, cancellationsacceleration, accelerations right, or Liens asloss that would not have, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect on Effect, or would not prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions by the Company. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Stockholders Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is (unless the Merger is consummated as contemplated by Section 6.13)) the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including or approve the Plan) and Merger, assuming the Transactionsaccuracy of the representations set forth in SECTION 5.10.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ ' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “"Bankruptcy and Equity Exception”"). (b) The Company’s 's Board of Directors, at a meeting duly called and held, has unanimously (i) adopted and approved this Agreement and approved the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders stockholders of the Company adopt and approve this AgreementAgreement (the "Company Board Recommendation"). (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, materially violate or conflict with, result in the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination or revocation of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “"Contract”") or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have that is a Material Adverse Effect on the CompanyContract or a Designated BOO/MSA, or any Permit (other than Environmental Permits). (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “"Company Shareholder Stockholder Approval”") is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ ' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “"Bankruptcy and Equity Exception”"). (b) The Company’s 's Board of Directors, at a meeting duly called and held, has unanimously by unanimous vote of all directors present (i) adopted approved and approved declared advisable this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders stockholders of the Company approve adopt this AgreementAgreement (the "Company Board Recommendation"). (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, materially violate or conflict with, result in the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties properties, Intellectual Property Rights or other assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “"Contract”") that is listed in Section 3.13(a) of the Company Disclosure Schedule or Permit, that is otherwise material to which the business of the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the CompanyPermit. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “"Company Shareholder Stockholder Approval”") is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalAgreement, to perform its obligations hereunder and to consummate the Transactions, subject, in the case of the Merger, to the receipt of Company Stockholder Approval, if required by applicable Law. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Company Board of Directors of the Company. Subject to obtaining the Company Shareholder Approval, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions, subject, in the case of the Merger, to the receipt of Company Stockholder Approval, if required by applicable Law. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Company Board of Directors, at a meeting duly called and held, acting upon the unanimous recommendation of the Independent Committee, has unanimously (i) adopted determined that this Agreement, the Offer, the Merger and the other Transactions are advisable, fair to, and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Transactions, including the MergerOffer, the Merger and the Top-Up Option, and (iiiii) resolved to recommend that the shareholders stockholders of the Company approve accept the Offer, tender their Shares to Purchaser pursuant to the Offer, and, if necessary under applicable Law, adopt this AgreementAgreement ((i), (ii), and (iii) being referred to collectively as the “Company Board Recommendation”). (c) Neither None of the execution and execution, delivery or performance of this Agreement by the Company nor Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Transactions nor Merger, the exercise by Purchaser of the Top-Up Option, the consummation by the Company of the Transactions, or the compliance by the Company with any of the terms or provisions hereof hereof, will (subject, in the case of the Merger, to the receipt of Company Stockholder Approval, if required by applicable Law): (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or Organizational Documents; or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be are bound or affected except, in the case of clause clauses (Bx) and (y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asthat, individually or in the aggregate, could are not, or would not reasonably be expected to have be, material to the Company and its Subsidiaries, taken as a Material Adverse Effect on the Companywhole. (d) The In the event that Section 253 of the DGCL is inapplicable and unavailable to effect the Merger, the affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The adoption, execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Company Board of Directors of the Company. Subject to and, except for obtaining the Company Shareholder ApprovalStockholder Approval and the filing with the Nevada Secretary of State of the Articles of Merger as required by the NRS, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Company Board (upon the unanimous recommendation of Directorsthe Special Committee), at a meeting duly called and held, has unanimously (i) adopted adopted, approved and approved declared advisable this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders of the Company approve this Agreement. (c) Neither the execution and delivery of this Agreement by the Company, the performance by the Company nor of its covenants hereunder and the Merger, and (ii) resolved, subject to Section 5.2 hereof, to recommend that stockholders of the Company adopt this Agreement. (c) None of the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions nor Transactions, or compliance by the Company with any of the terms or provisions hereof will hereof, will: (i) assuming the Company Stockholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents Documents, or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are mademade prior to the Effective Time and any waiting period required thereunder shall have been terminated or expired prior to the Effective Time, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets Subsidiaries, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, amendment or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties properties, rights or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, Company Material Contract to which the Company or any of its Subsidiaries is a party, party or by which they the Company or any of its Subsidiaries or its or any of their respective properties properties, rights or assets may be are bound or affected except, result in the case creation of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect any Lien on the CompanyCompany or any of its Subsidiaries or any of their material properties, rights or assets. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including and approve the Plan) and Transactions is the TransactionsCompany Stockholder Approval.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalStockholder Approval (if required by the DGCL), to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Company Board of Directors (based on the recommendation of the Company. Subject to Special Committee) and, except for obtaining the Company Shareholder ApprovalStockholder Approval (if required by the DGCL), no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of DirectorsSpecial Committee, at a meeting duly called and held, has unanimously (i) adopted determined that this Agreement and the Transactions, are fair and advisable to, and in the best interests of, the Company and its stockholders (other than the Principal Stockholders, as to which it has made no determination), (ii) approved and declared advisable this Agreement and the Transactions, including the MergerOffer, the Support Agreement and Merger and (iiiii) resolved to recommend that the shareholders Company Board, subject to Section 6.4 hereof, recommend that the stockholders of the Company approve adopt this AgreementAgreement and tender their Shares in the Offer. The Company has provided a true and complete copy of the resolutions of the Special Committee described in the foregoing sentence to Purchaser. (c) Neither The Company Board, at a meeting duly called and held, has (i) approved and declared advisable this Agreement and the Transactions, including the Offer, Support Agreement and Merger and (ii) resolved, subject to Section 6.4 hereof, to recommend that the stockholders of the Company adopt this Agreement and tender their Shares in the Offer. The Company has provided a true and complete copy of the resolutions of the Company Board described in the foregoing sentence to Purchaser. (d) None of the execution and delivery of this Agreement by the Company nor Company, the consummation by the Company of the Transactions nor Transactions, or compliance by the Company with any of the terms or provisions hereof will hereof, will: (i) assuming the Company Stockholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents Documents, or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and 4.4, the Company Shareholder Stockholder Approval are is obtained and the filings referred to in Section 3.4 4.4 are mademade prior to the Effective Time and any waiting period required thereunder shall have been terminated or expired prior to the Effective Time, (A) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets Subsidiaries, or (B) violate, conflict with, result in a breach of any provision of, or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, amendment or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreementCompany Material Contract, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), except for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as, individually or in the aggregate, could defaults with respect to this clause (ii) that are not reasonably be expected to have a Material Adverse Effect (it being understood that such violations, conflicts, breaches or defaults with respect to any Company Material Contract designated in clauses (i), (ii), (v) and (vi) of Section 4.13(a) are set forth on Schedule 4.3(d) of the CompanyCompany Disclosure Schedule irrespective of this exception). (de) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock Shares entitled to vote at the Company Shareholders Meeting Stockholders Meeting, or any adjournment or postponement thereof thereof, or the written consent of the holders of a majority of the outstanding Shares (the “Written Consent”) in favor of the approval adoption of this Agreement (including the Plan) (in either case, the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement and approve the Transactions (including if required by the Plan) and the TransactionsDGCL).

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Merger Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Merger Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the its Board of Directors acting upon the unanimous recommendation of the Company. Subject to Special Committee, and, except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Merger Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of DirectorsDirectors of the Company, at a meeting duly called and heldheld at which all directors of the Company were present, and acting upon the unanimous recommendation of the Special Committee, has unanimously (iA) adopted determined that the Merger is fair to, and in the best interests of, the Company and its shareholders, approved this Agreement and the Merger Transactions, including and has resolved, subject to Section 5.2, to recommend adoption of this Agreement to the Merger, holders of Company Common Stock and (iiB) resolved directed that this Agreement be submitted to recommend that the shareholders holders of the Company approve this AgreementCommon Stock for their adoption at a shareholders’ meeting duly called and held for such purpose. (c) Neither the execution and delivery of this Agreement by the Company Company, nor the consummation by the Company of the Transactions Merger Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision (A) of the Company Charter Documents or (B) of the similar organizational documents of any of the Subsidiary Documents Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries Subsidiaries, (y) violate or any of their respective properties or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, lease, contract or other agreement, instrument or obligation agreement (each, a “Contract”) not otherwise terminable by any party thereto on 180 calendar days’ or Permit, less notice to which the Company or any of its Subsidiaries is a partyparty or accelerate the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract or by which they (z) result in the creation of any Lien on any properties or assets of the Company or any of their respective properties or assets may be bound or affected its Subsidiaries, except, in the case of clause (Bi)(B) and clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could as would not reasonably be expected to have a Material Adverse Effect on or prevent or materially impair or delay the Companyconsummation of the Merger Transactions. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including and approve the Plan) and the Merger Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, and to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by the Company Board, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company’s Board of DirectorsCompany Board, at a meeting duly called and held, has unanimously (i) adopted determined that the Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Transactions, including the Merger, and (iiiii) resolved to recommend acceptance of the Offer and (iv) agreed that the shareholders Agreement shall be subject to Section 251(h) of the Company approve this AgreementDGCL. (c) Neither Except as disclosed in Section 3.3(c) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate in any material respect any Law, judgment, writ or injunction of any Governmental or Regulatory Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, violate or conflict withwith in any material respect, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan Material Contract or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or material Permit, to which the Company or any of its Subsidiaries is a party, or by which they its or any of their respective its material properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Companyaffected. (d) The affirmative vote (in person Following the Purchase Time, assuming satisfaction of the Minimum Condition and assuming that none of Purchaser or by proxyParent is an “interested stockholder” within the meaning of Section 251(h) of the holders of more than two-thirds of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only DGCL, no vote or approval of the holders of any class or series of the Company’s capital stock of the Company or any of its Subsidiaries which is necessary will be required in order to approve adopt this Agreement (including the Plan) and the TransactionsMerger or effect the Merger.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power power, authority and authority legal capacity to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalAgreement, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the its Board of Directors of the Company. Subject Directors, subject to and except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement and the filing of the Articles of Merger with the Secretary of State of the State of Maine, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and each of the Ancillary Documents and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity ((i) and (ii) together, the “Bankruptcy and Equity Exception”). (b) The In accordance with the MBCA, including Section 1104 thereof, the Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted approved and approved declared advisable this Agreement and the Transactions, including the Merger, and (ii) resolved to submit this Agreement to the stockholders of the Company and to recommend that the shareholders of the Company stockholders approve this Agreement. (c) Neither the execution and delivery of this Agreement by the Company Company, nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof or Table of Contents thereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or assets, or, (By) to the Knowledge of the Company, violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any material loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreementMaterial Contracts, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected affected, except, in the case of clause (By), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could are, do not, or would not reasonably be expected to have to, result in a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by the Company Board, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”)equity. (b) The Company’s Company Board of Directors, at a meeting duly called and held, has unanimously (i) adopted determined that the Merger is fair to, and approved in the best interests of, the Company and its stockholders, (ii) declared advisable this Agreement Agreement, the Merger and the Transactions, including (iii) approved this Agreement, the Merger, Merger and the Transactions and (iiiv) resolved resolved, subject to Section 5.2, to recommend adoption of this Agreement to the holders of Company Common Stock. The Company Board has directed that this Agreement be submitted to the shareholders holders of the Company approve this AgreementCommon Stock for their adoption. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or of the similar organizational documents of any of the Subsidiary Documents Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries Subsidiaries, (y) violate or any of their respective properties or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, lease, contract or other agreement, instrument or obligation agreement (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a partyparty or accelerate the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract or by which they (z) result in the creation of any Lien on any properties or assets of the Company or any of their respective properties or assets may be bound or affected its Subsidiaries, except, in the case of clause (Bii), for such violations, conflicts, losses, defaults, terminations, cancellations, defaults or accelerations or Liens asas would not reasonably be expected to have, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Stockholders Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Majority Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary legally required to approve adopt this Agreement; provided, however that in addition to the foregoing the Company shall require the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company Common Stock, with such outstanding shares of Company Common Stock used for purposes of calculating a majority thereof excluding any shares of Company Common Stock held by Parent, Merger Sub or any of the Rollover Investors, at the Company Stockholders Meeting or any adjournment or postponement thereof, in favor of the adoption of this Agreement (including together with the Plan) and Majority Stockholder Approval, the Transactions“Company Stockholder Approval”).

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalAgreement, to perform its obligations hereunder and to consummate the Transactions, subject to the receipt of Company Stockholder Approval. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Company Board of Directors of the Company. Subject to and except for obtaining the Company Shareholder ApprovalStockholder Approval for adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Company Board of Directors, at a meeting duly called and held, has unanimously (i) adopted determined that this Agreement, the Voting Agreements, the Merger and the other Transactions are advisable, fair to, and in the best interest of the Company and its stockholders, (ii) approved this Agreement Agreement, the Voting Agreements and the Transactions, including the Merger, and (iiiii) resolved to recommend that the shareholders stockholders of the Company approve adopt this AgreementAgreement ((i), (ii), and (iii) being referred to collectively as the “Company Board Recommendation”). (c) Neither None of the execution and execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the Transactions nor Transactions, or the compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Organizational Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) except as set forth in Section 3.3(c) of the Company Disclosure Schedule, violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan Material Contract, Company License or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Environmental Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be are bound or affected except, in the case of clause clauses (Bx) and (y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asthat, individually or in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its board of directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company or its stockholders is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board board of Directorsdirectors, at a meeting duly called and heldheld on or prior to the date of this Agreement, has unanimously (i) adopted determined that it is advisable and approved in the best interests of the Company and its stockholders to enter into this Agreement and that the Transactions are fair to, and in the best interests of, the Company and its stockholders, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Merger, and (iiiii) resolved to recommend that adoption of this Agreement by the shareholders stockholders of the Company approve this AgreementCompany. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (with or without the giving of notice, the lapse of time, or both) (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) conflict with or violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or to which any of their respective properties assets are subject, except for such conflicts or assets violations as individually and in the aggregate are inconsequential or (By) violate, conflict with, result in the loss of any benefit under, violate or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, under or result in or permit the creation modification, revocation, cancellation, termination or acceleration of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries rights under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation agreement (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, party or by which they or any of their respective properties or assets may be bound or affected are bound, except, in the case of clause (Bii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations violations or Liens as, defaults as individually or in the aggregate, could has not had and would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Stockholders Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval of its stockholders to the adoption of this Agreement as contemplated by Section 1.4 (to the extent required by the DGCL) (the "Company Shareholder Stockholder Approval”), to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted approved and approved declared advisable this Agreement and the Transactions, including the MergerOffer and the Merger (such approval having been made in accordance with the DGCL, including for purposes of Section 203 thereof) and (ii) resolved to recommend that the shareholders stockholders of the Company approve accept the Offer, tender their Shares to Purchaser pursuant thereto and adopt this Agreement. (c) Neither Except as set forth in Section 3.3(c) of the Company Disclosure Letter, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (By), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds at least 60% of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability enforceability: (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ ' rights generally generally; and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “"Bankruptcy and Equity Exception”"). (b) The Company’s 's Board of Directors, at a meeting duly called and held, has unanimously has: (i) adopted and approved this Agreement and the Merger and, subject to the receipt of the Company Stockholder Approval (as defined below), the Transactions, including ; (ii) determined that the Merger, Merger is in the best interests of the Company and its stockholders and declared the Merger to be advisable; and (iiiii) resolved to recommend that the shareholders stockholders of the Company adopt this Agreement and approve this Agreementthe Transactions (such recommendation being referred as the "Company Board Recommendation"). (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof will hereof, will: (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents Documents; or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, : (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets; or (B) violate, conflict with, result in the loss of any benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, impair the Company's rights or alter the rights or obligations of any third party under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties properties, Intellectual Property or other assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “"Contract”") or PermitPermit that is listed in Section 3.13(a) of the Company Disclosure Schedule or that is otherwise material to the business of the Company and its Subsidiaries taken as a whole, except in the case of clause (ii) of this Section 3.3(c) for any such violations, defaults, terminations, impairments, accelerations, liens or other events which would not reasonably be expected to have a material effect on the business, operations or condition of the Company and its Subsidiaries, taken as a whole. Section 3.3(c) of the Company Disclosure Schedule lists all necessary notices, consents, waivers and approvals under any of the Company's or any of its Subsidiary's Contracts required to be obtained in connection with the consummation of the Transactions, which, if not obtained, would result in a material liability or loss of rights or benefits to the Company (or the Surviving Corporation) and its Subsidiaries, taken as a whole, as a result of the Merger. Following the Effective Time, the Surviving Corporation shall be permitted to exercise all of its rights under each of the Contracts listed in Schedule 3.13(a) of the Company Disclosure Schedule without the payment of any additional amounts or consideration required by the terms of such Contract other than ongoing fees, royalties or payments which the Company or any of its Subsidiaries is a partySubsidiaries, or by which they or any of their respective properties or assets may be bound or affected except, in as the case may be, would otherwise be required to pay pursuant to the terms of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in Contracts had the aggregate, could transactions contemplated by this Agreement not reasonably be expected to have a Material Adverse Effect on the Companyoccurred. (d) The Assuming the accuracy of the representations made in Section 4.8, the affirmative vote (in person or by proxy) of (i) the holders of more than two-thirds a majority of the then outstanding shares of Company Series A-1 Preferred Stock and each of Xmark Fund, L.P. and Xmark Fund, Ltd; and (ii) of the holders of a majority of the outstanding shares of Company Series A-1 Preferred Stock and the Company's Common Stock (voting together as a single class on an as-converted-to-Common Stock basis) at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of (x) the approval adoption of this Agreement and (including y) approval of the Plan) Charter Amendment (the “"Company Shareholder Stockholder Approval”") is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exception”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted and approved this Agreement and adopted, approved and declared advisable the Transactions, including this Agreement and the Merger, and (ii) resolved to recommend that the shareholders stockholders of the Company approve adopt this AgreementAgreement (the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholders Meeting. (c) Neither Except as set forth on Schedule 3.3(c) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, (iii) require any consent, approval or (B) violateother authorization of, or filing with or notification to any person under, materially violate or conflict with, result in the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination or revocation of or a right of termination or cancellation under, or accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected exceptaffected, that is a Company Material Contract or any material Permit, or (iv) result in the case creation of clause (B)any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, for such violationsany Contract to which the Company or any of its Subsidiaries is a party, conflictsor by which they or any of their respective properties or assets may be bound or affected, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Companyany Permit. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock and the Series B Preferred Stock (voting on an as-converted basis), voting together as a single class, at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions. (e) There are no voting trusts, proxies or similar agreements, arrangements or commitments to which the Company or any of its Subsidiaries is a party or of which the Company has Knowledge with respect to the voting of any shares of capital stock of the Company or any of its Subsidiaries, except for the Company Voting Agreements. There are no bonds, debentures, notes or other instruments of indebtedness of the Company or any of its Subsidiaries that have the right to vote, or that are convertible or exchangeable into or exercisable for securities or other rights having the right to vote, on any matters on which stockholders of the Company may vote.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Board of Directors of the Company. Subject to (as hereinafter defined), and except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability enforceability: (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally generally; and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exception”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously acting on the recommendation of the Strategic Committee (as hereinafter defined), duly adopted resolutions (i) adopted approving, adopting and approved declaring advisable this Agreement, the Merger and the transactions contemplated hereby, (ii) determining that the terms of this Agreement and the Transactions, including Merger are fair to and in the Merger, and (ii) resolved to recommend that the shareholders best interests of the Company approve and the Public Stockholders (as hereinafter defined) and (iii) recommending that the Company’s stockholders adopt this AgreementAgreement (such recommendation being referred as the “Company Board Recommendation”). (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will in any material respect: (i) conflict with or violate any provision of the Company’s certificate of incorporation and 7 bylaws (the “Company Charter Documents Documents”) or any of the certificates of incorporation and bylaws (or comparable organizational documents) of each of the Company’s Subsidiaries (the “Subsidiary Documents Documents”); or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, : (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets; or (B) violate, conflict with, result in the loss of any benefit under, violate or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien liens, pledges, charges, mortgages, encumbrances, adverse claims or security interests (except for such transfer restrictions of general applicability as may be provided under the Securities Act, and the “blue sky” laws of the various States of the United States) (collectively, “Liens”) (other than Permitted Liens) upon any of the respective properties properties, Intellectual Property or other assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Material Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company. (d) The Assuming the accuracy of the representations made in Section 4.8, the affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement and filing the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted approved and approved declared advisable this Agreement and the Transactions, including the Merger, and (ii) resolved to, subject to Section 5.3, recommend that the shareholders stockholders of the Company approve adopt this Agreement. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (Bii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement and, subject to obtaining the Company Required Shareholder ApprovalApprovals, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the Statutory Merger Agreement, and the consummation by the Company of the Transactions Transactions, have been duly and unanimously authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Board of Directors of the Company. Subject to Company Board, and, except for obtaining the Company Required Shareholder ApprovalApprovals, executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Statutory Merger Agreement and the consummation by the Company of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, rehabilitation, conservatorship, liquidation, receivership and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Company Board of Directors, at a meeting duly called and held, has unanimously (i) adopted determined that the Merger Consideration constitutes fair value for each Company Share in accordance with the Bermuda Companies Act, (ii) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company, (iii) approved this Agreement, the Statutory Merger Agreement and the Transactions and (iv) resolved, subject to Section 5.02, to recommend approval of the Merger, this Agreement and the TransactionsStatutory Merger Agreement to the holders of Company Shares (such recommendation, including the Merger“Company Board Recommendation”), and (ii) resolved to recommend that the shareholders and, as of the Company approve date of this Agreement, such resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) Neither the execution and delivery of this Agreement by the Company Company, nor the consummation by the Company of the Transactions Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof hereof, will (i) contravene, conflict with or violate any provision of (A) the Company Charter Organizational Documents or (B) the similar organizational documents of any of the Subsidiary Documents Company’s Subsidiaries or (ii) assuming (A) compliance with the matters set forth in Section 4.02(c) (other than Section 4.02(c)(ii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 4.02(c)), (B) that the authorizationsactions described in Section 3.03(a) have been completed, consents and approvals (C) that the Consents referred to in Section 3.4 3.04 and the Company Required Shareholder Approval Approvals are obtained and (D) that the filings referred to in Section 3.4 3.04 are mademade and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (A) through (D), prior to the Effective Time, (x) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to the Company or any of its Subsidiaries Subsidiaries, (y) violate or any of their respective properties or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a breach of or default (with or an event which, with without notice or lapse of time, time or both) under any of the terms, would constitute a defaultconditions or provisions of any Material Contract, Permit or Company Reinsurance Contract or accelerate, vest or trigger the Company’s or, if applicable, any of its Subsidiaries’, obligations or rights of any other Person under any such Material Contract, Permit or Company Reinsurance Contract or (z) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon on any of the respective properties or assets of the Company or any of its Subsidiaries underSubsidiaries, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause clauses (Bi)(B) and (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could as would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of (i) the holders of more than two-thirds a majority of the outstanding shares voting power of Company Common Stock the Class A Shares and the Class B Shares, voting together as a single class, that are present (in person or by proxy) at the Company Shareholders Meeting at which at least two Persons holding or any adjournment or postponement thereof in favor representing by proxy more than one-third of the approval of this Agreement (including voting power represented by the Plan) Company Shares that are entitled to vote thereat (the “Company Shareholder Approval”) is and (ii) the holders of a majority of the outstanding Class B Shares (the “Class B Shareholder Approval” and, together with the Company Shareholder Approval, the “Required Shareholder Approvals”), in each case, in favor of the approval of this Agreement, the Merger and the Statutory Merger Agreement are the only vote votes or approval approvals of the holders of any class or series of share capital or capital stock of the Company or any of its Subsidiaries which is that are necessary to approve this Agreement, the Statutory Merger Agreement (including the Plan) and the TransactionsMerger.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, and to perform its obligations hereunder and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Merger and the other Transactions, have been duly authorized and approvedapproved by its Board of Directors, which has recommended to the Company's stockholders the approval of the Merger and this Agreement as in the best interests of the Company and its stockholders, and any vote, approval or consent required to be received from the Agreement holders of any class or series of capital stock of the Company or any other security issued by the Company (including the PlanWarrants) in order for the Company under the DGCL and the Company's certificate of incorporation and bylaws and any agreement with any securityholder of the Company to enter into this Agreement and to consummate the Merger and the other Transactions has been duly adopted, by obtained and remains in full force and effect (the Board of Directors of the Company"Company Stockholder Approval"). Subject to obtaining the Company Shareholder Approval, no No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Merger and the other Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ ' rights 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”"). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted and approved this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders of the Company approve this Agreement. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, made (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority or any arbitration award applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violateexcept as set forth on Section 3.3(b) of the Company Disclosure Schedule, violate or conflict withwith in any material respect, result in the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien of any material nature upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, insurance policy, contract or other agreement, instrument or obligation (each, a “"Contract”") or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective its properties or assets may be bound or affected except, in affected. Without limiting the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company. (d) The affirmative vote (in person or by proxy) generality of the holders of more than two-thirds of the outstanding shares of Company Common Stock at immediately preceding sentence, the Company Shareholders Meeting or does not have any adjournment or postponement thereof in favor of the approval of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of unsatisfied obligation under any class or series of capital stock Contract to notify any Person of the Company entering into, or any of its Subsidiaries which is necessary having intended to approve enter into, this Agreement (including the Plan) and the Transactionsbefore doing so or to negotiate with any Person regarding a possible alternative Takeover Proposal.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by the Company Board, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties heretoParties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ ' rights generally generally, and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “"Bankruptcy and Equity Exception”"). (b) The Company’s Board of DirectorsCompany Board, at a meeting duly called and heldheld and by resolutions duly adopted at such meeting and not subsequently rescinded or modified in any way, has unanimously (i) adopted and approved determined that this Agreement and the TransactionsTransactions are advisable and in the best interests of the Company and its shareholders, including the Merger, and (ii) resolved adopted this Agreement and, subject to Section 4.2, approved the Transactions (iii) directed, subject to Section 4.2, that this Agreement and the Transactions be submitted to the shareholders of the Company for their adoption and (iv) resolved, subject to Section 4.2, to recommend that the shareholders of the Company adopt this Agreement and approve this Agreementthe Transactions. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with, result in any violation of, or constitute a default (with or violate without notice or lapse of time or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") of any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizationsPermits, consents and approvals orders, registrations, declarations referred to in Section 3.4 2.4 and the Company Shareholder Approval are obtained and the notices and filings referred to in Section 3.4 2.4 are made, (Ax) violate any Laworder, judgment, writ writ, decree or injunction of any Governmental Authority (collectively, "Order") or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, a Violation under any of the terms, conditions or provisions of any loan Contract or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, Company Plan to which the Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected affected, except, in the case of sub-clause (Bii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asViolations as would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect on or to impair in any material respect the Companyability of the Company to perform its obligations hereunder or prevent or materially delay consummation of the Transactions. (d) The Assuming the accuracy of Parent's representation and warranty contained in Section 3.10, the affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement and approve the Transactions (including the Plan) and the Transactions"Company Shareholder Approval").

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted approved and approved declared advisable and in the best interests of the Company this Agreement and the Transactions, including the Merger, and (ii) directed that this Agreement be submitted to the shareholders of the Company for approval and resolved to recommend that the shareholders of the Company approve this Agreement. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any the comparable governing documents of the Subsidiary Documents Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgmentOrder, writ license or injunction permit of any Governmental Authority applicable to the Company or any of its Subsidiaries Subsidiaries, (y) violate or any of their respective properties or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give to others any right of termination termination, amendment, acceleration or cancellation of any payment or other obligation pursuant to, cause any additional amounts to be payable under, accelerate the performance required by, or result in the creation of a Lien on any Lien upon any of the respective properties property or assets asset of the Company or any of its Subsidiaries underpursuant to, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, contract, permit, license, leasearrangement, contract instrument, obligation, restricted stock award, option agreement or other agreement, instrument or obligation agreement (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, party or by which they the Company or any of their respective properties its Subsidiaries or assets may be any property or asset of any of them is bound or affected affected, except, in the case of clause (Bii), for such violationsviolations or defaults that do not have, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens aswould not reasonably be expected to have, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than at least two-thirds of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability enforceability: (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally generally; and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exception”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously has: (i) adopted approved and approved declared advisable this Agreement and the Transactions, including the Merger, Agreement; and (ii) resolved to recommend that the shareholders stockholders of the Company approve adopt this AgreementAgreement (such recommendation being referred as the “Company Board Recommendation”). (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will in any material respect: (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents Documents; or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, : (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets; or (B) violate, conflict with, result in the loss of any benefit under, violate or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than Permitted Liens) upon any of the respective properties properties, Intellectual Property or other assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation obligation, whether written or oral, so long as it is enforceable against the Company or its Subsidiaries (each, a “Contract”) or Permit, Permit applicable to which the business of the Company or any of and its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Companyassets. (d) The Assuming the accuracy of the representations made in Section 4.8, the affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the TransactionsMergers. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Transactions Mergers, have been duly authorized and approvedapproved by its board of directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalApproval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the TransactionsMergers. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted and approved this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders of the Company approve this Agreement. (c) Neither the execution and delivery of this Agreement by the Company Company, nor the consummation by the Company of the Transactions Mergers, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents Certificate of Incorporation or any of the Subsidiary Documents Bylaws or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any Lawlaw, judgment, writ or injunction of any Governmental Authority governmental authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets. Except for the Company Approval, no consent, waiver, approval, order, permit or (B) violateauthorization of, conflict or declaration or filing with, result in or notification to, any person or governmental body is required on the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets part of the Company or any of its Subsidiaries under, any of in connection with the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval execution and delivery of this Agreement (including or the Plan) (the “Company Shareholder Approval”) is the only vote or approval consummation of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement (including the Plan) and the Transactionstransactions contemplated hereby.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted approved and approved declared advisable and in the best interests of the Company this Agreement and the Transactions, including the Merger, and (ii) directed that this Agreement be submitted to the shareholders of the Company for approval and resolved to recommend that the shareholders of the Company approve this Agreement. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any the comparable governing documents of the Subsidiary Documents Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgmentOrder, writ license or injunction permit of any Governmental Authority applicable to the Company or any of its Subsidiaries Subsidiaries, (y) violate or any of their respective properties or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give to others any right of termination termination, amendment, acceleration or cancellation of any payment or other obligation pursuant to, cause any additional amounts to be payable under, accelerate the performance required by, or result in the creation of a Lien on any Lien upon any of the respective properties property or assets asset of the Company or any of its Subsidiaries underpursuant to, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, contract, permit, license, leasearrangement, contract instrument, obligation, restricted stock award, option agreement or other agreement, instrument or obligation agreement (each, a “Contract”“) or Permit, to which the Company or any of its Subsidiaries is a party, party or by which they the Company or any of their respective properties its Subsidiaries or assets may be any property or asset of any of them is bound or affected affected, except, in the case of clause (Bii), for such violationsviolations or defaults that do not have, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens aswould not reasonably be expected to have, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than at least two-thirds of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Approval”“) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject only to obtaining the Company Shareholder ApprovalApproval (and any Required Regulatory Consents or Other Approvals), to perform its obligations hereunder and to consummate the TransactionsMerger. The execution, delivery and performance by of the Company of Company’s obligations under this Agreement Agreement, and the consummation of the Merger by the Company of the Transactions Company, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Company’s Board of Directors of the Company. Subject to and, except for obtaining the Company Shareholder ApprovalApproval and the Required Regulatory Consents, no other corporate or shareholder action required to be taken by or on the part of the Company or its Subsidiaries or its or their shareholders is necessary to authorize the execution, delivery and performance by of the Company of Company’s obligations under this Agreement and the consummation of the Merger by the Company of the TransactionsCompany. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted approved and approved declared advisable and in the best interests of the Company and its shareholders this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders of the Company approve vote to adopt this AgreementAgreement and (iii) made all other affirmative determinations required to be made by the Company in connection with this Agreement and the Merger under the Israeli Companies Law and any other applicable Laws. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Merger or the other Transactions, nor compliance by the Company with any of the terms or provisions hereof will its obligations hereunder would (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizationsCompany Shareholder Approval, consents and approvals referred to in Section 3.4 the Required Regulatory Consents, and the Company Shareholder Approval Other Approvals are obtained obtained, made or given (in the case of filing or notice only requirements) and the filings referred to in Section 3.4 are madeany waiting periods thereunder have terminated or expired, (Ax) violate any Law, judgment, writ or injunction any Order of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, trigger any payment or penalty under, or give rise to any obligation to purchase, sell or issue (or offer to purchase, sell or issue) any shares of capital stock or other ownership interests of the Company or any of its Subsidiaries, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any Company Charter Document or any of the Subsidiary Documents or under any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract contract, arrangement or other agreement, instrument or obligation (each, a “Contract”) or Permit, any Permit to which the Company or any of its Subsidiaries is a party, party or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Companyis bound. (d) The Under the Israeli Companies Law, and assuming the accuracy of Parent’s representation in Section 4.2(c) hereof, the affirmative vote (in person or by proxy) of a majority of the holders of more than two-thirds of the outstanding shares of Company Common Stock Ordinary Shares present and voting at the Company Shareholders Shareholder Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (not including the Planabstentions) (the “Company Shareholder Approval”) ), is the only vote or approval of the holders of any class or series of share capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the its Board of Directors Directors, acting upon the unanimous recommendation of the Company. Subject to Special Committee, and, except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of DirectorsDirectors of the Company, at a meeting duly called and heldacting upon the unanimous recommendation of the Special Committee, has unanimously (i) adopted and approved this Agreement and the Transactions, including determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company and its stockholders, (ii) resolved approved and declared advisable this Agreement, the Merger and the Transactions and (iii) resolved, subject to Section 5.2, to recommend that adoption of this Agreement to the shareholders holders of Company Common Stock. The Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, has directed that this Agreement be submitted to the holders of Company approve this AgreementCommon Stock for their adoption. (c) Neither the execution and delivery of this Agreement by the Company Company, nor the consummation by the Company of the Transactions Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision (A) of the Company Charter Documents or (B) of the similar organizational documents of any of the Subsidiary Documents Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries Subsidiaries, (y) violate or any of their respective properties or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, lease, contract or other agreement, instrument or obligation agreement (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a partyparty or accelerate the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract or by which they (z) result in the creation of any Lien on any properties or assets of the Company or any of their respective properties or assets may be bound or affected its Subsidiaries, except, in the case of clause (Bi)(B) and clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could as would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Stockholders Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalAgreement, to perform its obligations hereunder and to consummate the Transactions, subject, in the case of the Merger, to the receipt of Company Stockholder Approval, if required by applicable Law. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Company Board of Directors of the Company. Subject to obtaining the Company Shareholder Approval, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions, subject, in the case of the Merger, to the receipt of Company Stockholder Approval, if required by applicable Law. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity equity, and public policy (the “Bankruptcy and Equity Exception”). (b) The Company’s Company Board of Directors, at a meeting duly called and held, has unanimously (i) adopted determined that this Agreement, the Offer, the Merger and the other Transactions are advisable, fair to, and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Transactions, including the MergerOffer, the Merger and the Top-Up Option, and (iiiii) resolved to recommend that the shareholders stockholders of the Company approve accept the Offer, tender their shares to Purchaser pursuant to the Offer, and, if necessary under applicable Law, adopt this AgreementAgreement ((i), (ii), and (iii) being referred to collectively as the “Company Board Recommendation”). (c) Neither the The execution and delivery of this Agreement by the Company nor do not, and the consummation performance of this Agreement by the Company Company, will not (subject, in the case of the Transactions nor compliance Merger, to the receipt of Company Stockholder Approval, if required by the Company with any of the terms or provisions hereof will applicable Law): (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or Organizational Documents; or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction Law of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than as set forth in Section 3.3(c) of the Company Disclosure Schedule) upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) Material Contract or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be are bound or affected except, in the case of clause clauses (Bx) and (y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asthat, individually or in the aggregate, could are not, or would not reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effect on the Companywhole. (d) The In the event that Section 253 of the DGCL is inapplicable and unavailable to effect the Merger, the affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate or other power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the TransactionsSale. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions Sale have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Company Board of Directors of the Company. Subject to and, except for obtaining the Company Shareholder ApprovalStockholder Approval with respect to consummation of the Sale and related matters, no other corporate or other action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the TransactionsSale. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties heretoPurchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of DirectorsCompany Board, at a meeting duly called and held, has unanimously (i) adopted determined that it is fair to, and in the best interest of, the Company and the Company Stockholders to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the Transactions, including consummation of the Merger, transactions contemplated hereby and (iiiii) resolved to recommend the authorization or approval, as applicable, by the Company Stockholders of such actions that require the shareholders authorization or approval of the Company approve this AgreementStockholders in order to consummate the Merger, the Sale and certain related matters (the “Company Recommendation”), which resolutions, as of the date hereof, have not been subsequently withdrawn or modified in a manner adverse to the Purchaser. (c) Neither Except as set forth in Section 2.3(c) of the Company Disclosure Schedule, none of the execution and delivery of this Agreement by the Company nor Company, the consummation by the Company of the Transactions nor Sale or compliance by the Company with any of the terms or provisions hereof will (i) assuming that the Company Stockholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 2.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 2.4 are made, (A) violate any material Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or Company, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected affected, except, in the case of clause (Bii)(B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (di) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock for the adoption of an amendment to the Company’s certificate of incorporation to effect a 1 for 30 reverse stock split of the Company Common Stock (the “Reverse Stock Split”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the shares present at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of stockholders meeting for the approval of the issuance of Company Common Stock in connection with the Merger and the issuance of the Underlying Purchased Shares in connection with the consummation of the transactions contemplated by this Agreement (including the Plan) (the “Company Shareholder Approval”) Agreement, is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement the Merger, the Sale and certain related matters (including the Plan) and the Transactions“Company Stockholder Approval”).

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalAgreement, to perform its obligations hereunder and to consummate the Transactions, subject to the receipt of Company Stockholder Approval. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Company Board of Directors of the Company. Subject to and except for obtaining the Company Shareholder ApprovalStockholder Approval for adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Company Board of Directors, at a meeting duly called and held, has unanimously (i) adopted determined that this Agreement, the Merger and the other Transactions are advisable, fair to, and in the best interest of the Company and its stockholders, (ii) approved this Agreement and the Transactions, including the Merger, and (iiiii) resolved to recommend that the shareholders stockholders of the Company approve adopt this AgreementAgreement ((i), (ii), and (iii) being referred to collectively as the “Company Board Recommendation”). (c) Neither None of the execution and execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the Transactions nor Transactions, or the compliance by the Company with any of the terms or provisions hereof will hereof, will: (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or Organizational Documents; or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) ), Company License or Environmental Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be are bound or affected except, in the case of clause clauses (Bx) and (y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asthat, individually or in the aggregate, could do not, or would not reasonably be expected to have to, cause a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power full power, authority and authority legal capacity to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors acting upon a receipt of a recommendation by the Special Committee, and except for obtaining the Company Stockholder Approval for the adoption of this Agreement and the consummation of the Transactions, including the Merger, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors filing of the Company. Subject to obtaining Certificate of Merger with the Company Shareholder ApprovalSecretary of State of the State of Delaware, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company Company, and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding Proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company’s Board of Directors, at a meeting duly called and heldheld and acting upon receipt of a recommendation by the Special Committee, has unanimously (i) adopted determined that this Agreement and the Merger are advisable and fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Transactions, including the Merger, and (iiiii) resolved to recommend that the shareholders stockholders of the Company approve adopt this AgreementAgreement and directed that this Agreement be submitted for consideration by the stockholders of the Company at the Company Stockholders Meeting. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) conflict with or violate any Law, judgment, writ Law or injunction Order of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, with or violate result in the loss of any benefit under, constitute a breach or a default (or an event which, with notice or lapse of time, or both, would constitute a breach or default) under, result in the termination termination, modification or cancellation of or a right of termination termination, modification or cancellation under, accelerate the performance required by, require that any notification or payment be made, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation obligation, whether written or oral, formal or informal (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected affected, except, in the case of clause (By), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually individually, or in the aggregate, could not reasonably be expected to have cause a Company Material Adverse Effect on the CompanyEffect. (di) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including and the Plan) Transactions (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary under the DGCL or otherwise to approve adopt this Agreement (including the Plan) and approve the Transactions; and (ii) the advisory vote of the Company’s shareholders with respect to any change of control payments made in connection with the Transactions which may be required under Rule 14a-21 of the Exchange Act.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Required Company Shareholder ApprovalVote, to perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby, have been duly and validly authorized and approvedapproved by the Special Committee and the Board, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Required Company Shareholder ApprovalVote, no other corporate action on the part of the Company or its stockholders is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the TransactionsMerger and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties Parties hereto, constitutes a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted and approved this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders of the Company approve this Agreement. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof or thereof, will (i) assuming the Required Company Vote is obtained, conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Organizational Documents or (ii) assuming that each of the authorizationsconsents, consents authorizations and approvals referred to in Section 3.4 2.5 and the Required Company Shareholder Approval are Vote is 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 2.5 are mademade and any applicable waiting periods referred to therein have expired, (A) conflict with or violate in any material respect any Law, judgment, writ or injunction of any Governmental Authority Entity applicable to the Company or any Company Subsidiary or by which any property or asset of its Subsidiaries the Company or any of their respective properties Company Subsidiary is bound or assets affected or (Biii) violate, conflict with, result in the loss of any benefit underbreach of, or constitute a default (or an event which, with notice or notice, lapse of time, time or both, would constitute become a default) under, result in the termination loss of a benefit under or a give rise to any right of termination termination, amendment, acceleration, payment or cancellation underof, accelerate the performance required byany Contract to which any Company Entity is a party, or result in the creation of any a Lien upon any of the respective properties or assets Assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or Company Subsidiary other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected exceptthan, in the case of clause (Biii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asas would not, individually or in the aggregate, could not have or reasonably be expected to have have, a Company Material Adverse Effect on Effect. (c) The Board, acting upon the Companyunanimous recommendation of the Special Committee, at a meeting duly called and held at which all directors of the Company other than the Common Directors were present, duly and unanimously adopted resolutions (i) declaring that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of the Company and its stockholders (including its disinterested stockholders), (ii) approving, adopting and authorizing this Agreement, the Merger and the other transactions contemplated hereby and thereby, (iii) directing that the approval of this Agreement and the Merger and the other transactions contemplated hereby be submitted to a vote at a meeting of the stockholders of the Company (including its disinterested stockholders), and (iv) recommending that stockholders of the Company (including its disinterested stockholders) approve this Agreement, subject to the terms and conditions hereof (the “Company Board Recommendation”). (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares of Required Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (including the Plan) (the “Company Shareholder Approval”) is Vote constitutes the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement (including the Plan) and the TransactionsMerger and the other transactions contemplated hereby.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalStockholder Approval (if required by the DGCL), to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Company Board of Directors (based on the recommendation of the Company. Subject to Special Committee) and, except for obtaining the Company Shareholder ApprovalStockholder Approval (if required by the DGCL), no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of DirectorsSpecial Committee, at a meeting duly called and held, has unanimously (i) adopted determined that this Agreement and the Transactions, are fair and advisable to, and in the best interests of, the Company and its stockholders (other than the Principal Stockholders, as to which it has made no determination), (ii) approved and declared advisable this Agreement and the Transactions, including the MergerOffer, the Support Agreement and Merger and (iiiii) resolved to recommend that the shareholders Company Board, subject to Section 6.4 hereof, recommend that the stockholders of the Company approve adopt this AgreementAgreement and tender their Shares in the Offer. The Company has provided a true and complete copy of the resolutions of the Special Committee described in the foregoing sentence to Purchaser. (c) Neither The Company Board, at a meeting duly called and held, has (i) approved and declared advisable this Agreement and the Transactions, including the Offer, Support Agreement and Merger and (ii) resolved, subject to Section 6.4 hereof, to recommend that the stockholders of the Company adopt this Agreement and tender their Shares in the Offer. The Company has provided a true and complete copy of the resolutions of the Company Board described in the foregoing sentence to Purchaser. (d) None of the execution and delivery of this Agreement by the Company nor Company, the consummation by the Company of the Transactions nor Transactions, or compliance by the Company with any of the terms or provisions hereof will hereof, will: (i) assuming the Company Stockholder Approval is obtained, conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents Documents, or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and 4.4, the Company Shareholder Stockholder Approval are is obtained and the filings referred to in Section 3.4 4.4 are mademade prior to the Effective Time and any waiting period required thereunder shall have been terminated or expired prior to the Effective Time, (A) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets Subsidiaries, or (B) violate, conflict with, result in a breach of any provision of, or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would US_ACTIVE:\44126911\17\77626.0003 constitute a default) under, result in the termination of or a right of termination termination, amendment or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreementCompany Material Contract, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), except for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as, individually or in the aggregate, could defaults with respect to this clause (ii) that are not reasonably be expected to have a Material Adverse Effect (it being understood that such violations, conflicts, breaches or defaults with respect to any Company Material Contract designated in clauses (i), (ii), (v) and (vi) of Section 4.13(a) are set forth on Schedule 4.3(d) of the CompanyCompany Disclosure Schedule irrespective of this exception). (de) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock Shares entitled to vote at the Company Shareholders Meeting Stockholders Meeting, or any adjournment or postponement thereof thereof, or the written consent of the holders of a majority of the outstanding Shares (the “Written Consent”) in favor of the approval adoption of this Agreement (including the Plan) (in either case, the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement and approve the Transactions (including if required by the Plan) and the TransactionsDGCL).

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalApproval for the approval of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ ' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “"Bankruptcy and Equity Exception”"). (b) . The Company’s 's Board of Directors, at a meeting duly called and held, has unanimously (i) adopted and approved this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders of the Company approve this Agreement. Agreement (c) the "Company Board Recommendation"). Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 hereof and in Section 3.13(b) of the Company Disclosure Schedule and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, materially violate or conflict with, result in the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract Material Contract or other agreement, instrument or obligation (each, a “Contract”) Contract that is material to the Company or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company. (d) affected. The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (including the Plan) (the “"Company Shareholder Approval”") is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalApproval if required by applicable Law, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Company’s Board of Directors of (the Company. Subject to “Company Board”), and except for obtaining the Company Shareholder ApprovalApproval if required by applicable Law, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of DirectorsCompany Board, at a meeting duly called and heldheld at which all of the directors of the Company Board were present in person or by telephone in compliance with the applicable provisions of the VSCA, has duly and unanimously (including the vote of all of the directors who are considered disinterested directors for purposes of Section 13.1 727(B)(1)(iv) of the VSCA) adopted resolutions (i) adopted and approved adopting this Agreement and the related Plan of Merger and approving the Transactions, including the Merger, and (ii) resolved to recommend declaring that this Agreement, the Offer, the Merger and the other Transactions are advisable, fair to, and in the best interests of the Company and its shareholders, (iii) recommending that the shareholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer, (iv) recommending that the holders of the Company Common Stock approve this AgreementAgreement and the related Plan of Merger if the Company Shareholder Approval is required by applicable Law (the “Merger Recommendation”), and (v) electing to make inapplicable Article 14 (Affiliated Transactions) of the VSCA, to the extent it might otherwise apply to the execution, delivery, performance or consummation of this Agreement or the Transactions contemplated hereby, and none of the aforesaid actions by the Company Board has been amended, rescinded or modified as of the date hereof. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) ), assuming that the authorizations, consents and approvals referred to in Section 3.4 4.4 and the Company Shareholder Approval (if required by applicable Law) are obtained and the filings referred to in Section 3.4 4.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien Lien, other than Permitted Liens, upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected affected, except, in the case of clause (Bii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asas (A) have not had and would not reasonably be expected to have, individually or in the aggregate, could a Company Material Adverse Effect and (B) would not reasonably be expected to have a Material Adverse Effect on prevent, materially delay or materially impair the Companyconsummation by the Company of any of the Transactions. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Meeting, or any adjournment or postponement thereof thereof, in favor of the approval of this Agreement (including and the Plan) related Plan of Merger (the “Company Shareholder Approval”) is (unless the Merger is consummated in accordance with Article 12, Section 13.1-719 of the VSCA as contemplated by Section 6.14)) the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement (including Agreement, the Plan) related Plan of Merger, and the TransactionsMerger.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalStockholder Approval (as defined in Section 3.3(d)), to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exception”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously by unanimous vote of all directors present (i) adopted determined that each of this Agreement and the Merger are fair to, advisable and in the best interests of the Company and the stockholders of the Company, (ii) approved and declared advisable this Agreement and the Transactions, including the Merger(iii) resolved, and (iisubject to Section 5.3(c) resolved hereof, to recommend that the shareholders stockholders of the Company approve vote for the adoption of this AgreementAgreement (the “Company Board Recommendation”), and none of the aforesaid actions by the Company’s Board of Directors has been amended, rescinded or modified. None of the Company directors has dissented from, or advised the Company of his or her intent to dissent from, the Company Board Recommendation, nor has any director resigned in protest of the Company Board Recommendation. (c) Neither Except as set forth in Section 3.3(c) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Charter Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, violate or conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, or accelerate the performance required by, the Company or any of its Subsidiaries under any Material Contract (as defined in Section 3.12) or result in the creation of any Lien upon any of the respective properties properties, Intellectual Property Rights or other assets of the Company or any of its Subsidiaries underSubsidiaries, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (Bii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations cancellations or Liens as, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which that is necessary to approve adopt the Merger or this Agreement and approve the Transactions (including the Plan) and the Transactions“Company Stockholder Approval”).

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder (other than to consummate the Merger) and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the TransactionsMerger. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, authorized and approved by the Board of Directors of the Company. Subject to Company Board, and except for obtaining the Company Shareholder ApprovalStockholder Approval with respect to consummation of the Merger, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ ' rights 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”"). (b) The Company’s Board of DirectorsCompany Board, at a meeting duly called and held, has unanimously (i) adopted and approved determined that this Agreement and the Merger and the other Transactions are fair to, and in the best interests of, the Company Stockholders, (ii) approved and declared advisable this Agreement and the Merger and the other Transactions, including the Merger, and (iiiii) resolved to recommend that adoption by the shareholders Company Stockholders of this Agreement (such recommendation, the "Company Recommendation"), which resolutions, as of the date hereof, have not been subsequently withdrawn or modified in a manner adverse to Parent or Merger Sub. The Company approve this Agreementhas made available to Parent prior to the date hereof solely for informational purposes a true, complete and correct copy of the final version of the resolutions by which the Company Board took the actions described in the prior sentence. (c) Neither None of the execution and delivery of this Agreement by the Company nor Company, the consummation by the Company of the Transactions nor or compliance by the Company with any of the terms or provisions hereof will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 2.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 2.4 are made, (A) violate any material Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “"Contract”") or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected affected, except, in the case of clause (Bii)(B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at Shares for the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement and approve the Transactions (including the Plan) and the Transactions"Company Stockholder Approval").

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions transactions contemplated hereby, have been duly authorized and approvedapproved by the Company Board, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ ' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “"Bankruptcy and Equity Exception”"). (b) The Company’s Board of DirectorsCompany Board, at a meeting duly called and heldheld and based on the recommendation of the Transaction Committee of the Company Board (the "Transaction Committee"), has unanimously (i) adopted approved and approved declared advisable this Agreement and the Transactions, including Merger and directed that this Agreement and the Merger, Merger be submitted to the holders of Company Common Stock for their adoption and (ii) resolved resolved, subject to Section 4.2, to recommend that the shareholders holders of Company Common Stock adopt this Agreement (the "Company approve this AgreementRecommendation"). (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 2.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 2.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any (y) except as set forth in Section 2.3(c) of their respective properties the Company Disclosure Letter, violate or assets or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation agreement (each, a “"Contract”") or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected is bound, except, in the case of clause (Bii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations violations or Liens asdefaults as would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect on or to impair in any material respect the Companyability of the Company to perform its obligations hereunder or prevent or materially delay consummation of the Merger. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds of the shares of Company Common Stock present in person or represented by proxy at the Company Shareholders Meeting, but in no event less than a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof Stock, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement and approve the Merger (including the Plan) and the Transactions"Company Shareholder Approval").

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder ApprovalApproval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted approved and approved declared advisable and in the best interests of the Company and its shareholders this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that the shareholders of the Company approve adopt this AgreementAgreement and (iii) made all other affirmative determinations required to be made by it in connection with this Agreement and the Merger under the Israeli Companies Law. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof will hereof, shall (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, other than any such violations that would not be material to the Company and its Subsidiaries taken as a whole or (By) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (By), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxySubject to the provisions of Section 320(c) of the holders Israeli Companies Law (but only to the extent that Parent, Merger Sub or any person or entity holding twenty-five percent (25%) or more of more than twoeither the voting rights of the right to appoint directors of Parent or Merger Sub owns Company Ordinary Shares), the affirmative vote of at least a majority of the Company Ordinary Shares present and voting (not including abstainees) at the Company Shareholder Meeting, including the affirmative vote of the “disinterested” shareholders holding at least one-thirds third of the outstanding shares of Company Common Stock Ordinary Shares present and voting (not including abstainees) at the Company Shareholders Shareholder Meeting or any adjournment or postponement thereof in favor the total shareholdings of the approval “disinterested” shareholders who vote against such proposal do not represent more than one percent (1%) of this Agreement (including the Plan) voting rights in the Company. (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of share capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject and the other Transaction Agreements to obtaining the Company Shareholder Approval, which it is a party and to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to obtaining the Company Shareholder Approval, no other corporate action on the part of the Company or its stockholders is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Agreements to which it is a party and the consummation by it of the Transactions, subject only to the adoption of this Agreement by the Company Stockholder Approval pursuant to the Written Consent and the filing of the TransactionsCertificate of Merger with the Secretary of State of the State of Delaware. This Each of this Agreement and the other Transaction Agreements to which the Company is a party has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties heretohereto and thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally 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”). (b) The Company’s Board of Directors, at a meeting duly called and heldheld or by action by unanimous written consent pursuant to the DGCL, has unanimously (i) adopted approved and approved declared advisable this Agreement Agreement, the other Transaction Agreements and the Transactions, including the Merger, Merger and (ii) resolved to recommend that the shareholders of Stockholders adopt this Agreement and approve the Company approve this AgreementMerger. (c) The affirmative vote (in person or by proxy) or written consent of (i) the holders of a majority of the outstanding shares of Company Common Stock, Company Series A Preferred Stock and Company Series 1 Preferred Stock (voting together as a single class, with respect to the Company Series A Preferred Stock and the Company Series 1 Preferred Stock, on an as-converted to Company Common Stock basis) and (ii) the holders of a majority of the outstanding shares of Company Series A Preferred Stock (voting as a separate class) in favor of the adoption of this Agreement (the vote or consent referred to in clauses (i) and (ii) above, the “Company Stockholder Approval”), is the only vote or approval of the holders of any class or series of capital stock of the Company which is necessary to adopt this Agreement and approve the Merger. (d) Neither the execution and delivery of this Agreement and the other Transaction Agreements by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof will or thereof, shall (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any or, to the Knowledge of the Company, its Subsidiaries Stockholders or any of their respective properties or assets assets, or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) Contract or Permit, to which the Company or any of its Subsidiaries is a party, or by which they it or any of their respective its properties or assets may be bound or affected except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Companyaffected. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement (including the Plan) and the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder ApprovalStockholder Approval (as defined below), to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions transactions contemplated hereby, have been duly authorized and approved, and the Agreement (including the Plan) has been duly adopted, approved by the Board board of Directors directors of the Company. Subject to , and except for obtaining the Company Shareholder ApprovalStockholder Approvals (as defined below), no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “Bankruptcy and Equity Exception”). (b) The board of directors of the Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted approved and approved declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Merger, and (ii) resolved determined that this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and conditions contained herein, are in the best interests of the Company and the stockholders of the Company and (iii) resolved, subject to Section 5.4 hereof, to recommend that the shareholders stockholders of the Company approve adopt this AgreementAgreement and that such matter be submitted for consideration at the Company Stockholders Meeting (as defined below). (c) Neither Except as set forth on Schedule 3.3(c) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or conflict with or violate in any material respect any provision of the similar organizational documents of any of the Subsidiary Documents Company’s Subsidiaries or (ii) (A) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any Law, judgment, writ Law or injunction of any Governmental Authority Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or Subsidiaries, (B) violatewith or without notice, conflict withlapse of time or both, result in the loss of any benefit under, violate or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, license, lease, contract or other agreement, instrument or obligation agreement (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a partyparty or accelerate or give rise to a right of termination, purchase, sale, cancellation, modification or acceleration of any of the Company’s or, if applicable, its Subsidiaries’, obligations under any such Contract or to the loss of any benefit under a Contract, or by which they (C) result in the creation of any Lien (other than any Permitted Lien) on any properties, rights or assets of the Company or any of their respective properties or assets may be bound or affected its Subsidiaries, except, in the case of clause (Bii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asrights as would not reasonably be expected to have, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect on or materially delay consummation of the Companytransactions contemplated hereby. (d) The Except for the Special Stockholder Approval (as defined below) contractually required by Section 6.1(a), the affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Stockholders Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including and approve the Plan) and the Transactionstransactions contemplated hereby.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, and to perform its obligations hereunder and to consummate the Transactions, subject in the case of the consummation of the Merger to obtaining the Company Stockholder Approval, if such approval is required by the Company Charter Documents or by Law. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized by all necessary corporate action and approved, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions, subject in the case of the consummation of the Merger to obtaining the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ ' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “"Bankruptcy and Equity Exception”"). (b) The Company’s 's Board of Directors, at a meeting duly called and held, has unanimously (i) approved and adopted and approved this Agreement and approved the Transactions, including the Merger, and (ii) determined that this Agreement and the Transactions are advisable and in the best interests of, the stockholders of the Company, (iii) consented to the public disclosure of this Agreement and the Transactions in accordance with the terms and provisions of the Mutual Non-Disclosure Agreement, dated as of December 13, 2007, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement") and (iv) resolved to, subject to Section 5.12 hereof, recommend that the shareholders stockholders of the Company approve accept the Offer, tender their shares of Company Common Stock to Purchaser pursuant to the Offer and, if applicable, grant the Company Stockholder Approval and submit this AgreementAgreement to the stockholders of the Company for approval and file with the SEC each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders in connection with the Transactions, including the Schedule 14D-9 and the proxy or information statement, if any, (the "Company Disclosure Documents"), as required by Law. (c) Neither the execution execution, delivery and delivery performance of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and (and, in the case of the consummation of the Merger, the Company Shareholder Approval Stockholder Approval) are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective assets, properties or assets rights, (y) violate or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, which with notice or lapse of time, time or both, both would constitute become a default) under, result in the termination of or a give rise to any right of termination termination, cancellation, modification or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, acceleration under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, license, lease, contract or other agreement, instrument or obligation agreement (each, a “"Contract”") or Permit, to which the Company or any of its Subsidiaries is a party, party or by which they any of their assets, properties or rights are bound or (z) result in the creation of any Lien upon any of the assets, properties or rights of the Company or any of their respective properties or assets may be bound or affected its Subsidiaries other than Permitted Liens, except, in the case of clause (Bii), for such violations, conflicts, losses, defaults, terminationsrights or Liens, cancellations, accelerations or Liens as, individually or in the aggregate, could have not had and would not reasonably be expected to have a Company Material Adverse Effect on or as set forth in Schedule 3.3(c) of the CompanyCompany Disclosure Schedule. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds at least a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at the Company Shareholders Meeting Stockholders' Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including and the Plan) Merger (the “"Company Shareholder Stockholder Approval”") is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement (including the Plan) and the TransactionsTransactions and the Company Stockholder Approval is not required if in the Offer Purchaser obtains at least ninety percent (90%) of the outstanding shares of Company Common Stock.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, and to perform its obligations hereunder and to consummate the Transactions, subject in the case of the consummation of the Merger to obtaining the Company Shareholder Approval. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized by all necessary corporate action and approved, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions, subject in the case of the consummation of the Merger to obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties heretoParent, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ ' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “"Bankruptcy and Equity Exception”"). (b) The Special Committee, at a meeting duly held and called, has unanimously recommended the approval and adoption of this Agreement by the Company’s 's Board of Directors. The Company's Board of Directors, based upon the recommendation of the Special Committee, at a meeting duly called and held, has unanimously (i) approved and adopted and approved this Agreement and approved the Transactions, including the Merger, and (ii) determined that the Merger is advisable and fair to and in the best interests of, the shareholders of the Company, (iii) consented to this Agreement and the transactions contemplated hereby in accordance with the terms and provisions of the Confidentiality Agreement, dated as of October 28, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement") and (iv) resolved to submit this Agreement to the shareholders of the Company for approval, file the Proxy Statement with the SEC and, subject to Section 5.3 hereof, recommend that the shareholders of the Company approve this Agreement. (c) Neither the execution execution, delivery and delivery performance of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and (and, in the case of the consummation of the Merger, the Company Shareholder Approval Approval) are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective assets, properties or assets rights, (y) violate or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, which with notice or lapse of time, time or both, both would constitute become a default) under, result in the termination of or a give rise to any right of termination termination, cancellation, modification or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, acceleration under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, license, lease, contract or other agreement, instrument or obligation agreement (each, a “"Contract”") or Permit, to which the Company or any of its Subsidiaries is a party, party or by which they any of their assets, properties or rights are bound or (z) result in the creation of any Lien upon any of the assets, properties or rights of the Company or any of their respective properties or assets may be bound or affected its Subsidiaries other than Permitted Liens, except, in the case of clause (Bii), for such violations, conflicts, losses, defaults, terminationsrights or Liens, cancellations, accelerations or Liens as, individually or in the aggregate, could have not had and would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds at least a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “"Company Shareholder Approval”") is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including and approve the Plan) and the TransactionsMerger.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approved, and approved by its Board of Directors (following a recommendation by the Agreement (including the Plan) has been duly adopted, by Special Committee of the Board of Directors of the Company. Subject to ), and except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Special Committee of the Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of the stockholders of the Company (other than the Contributing Stockholders), (ii) approved and declared advisable this Agreement and the Transactions, including the Merger, and (iii) recommended that the Company’s Board of Directors approve and declare advisable this Agreement and the Transactions, including the Merger, and the Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) adopted determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of the stockholders of the Company (other than the Contributing Stockholders), (ii) approved and declared advisable this Agreement and the Transactions, including the Merger, and (iiiii) resolved to recommend that the shareholders stockholders of the Company approve adopt this Agreement. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (By) except as set forth in Section 3.3(c) of the Company Disclosure Schedule, violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation whether written or oral (each, including all amendments thereto, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (By), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval of its stockholders to the adoption of this Agreement as contemplated by Section 1.4 (to the extent required by the DGCL) (the “Company Shareholder Stockholder Approval”), to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by the Company Board, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law Law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company’s Board of DirectorsCompany Board, at a meeting duly called and held, has duly and unanimously (i) adopted and approved this Agreement and the Transactions, including the making of the Offer and the Merger, upon the terms and subject to the conditions provided for in this Agreement, (ii) determined that each of this Agreement, the Merger and the Offer is advisable, fair to and in the best interests of the Company and the stockholders of the Company upon the terms and subject to the conditions provided for in this Agreement and (iiiii) resolved to recommend that that, subject to Section 5.2, the shareholders stockholders of the Company approve accept the Offer and tender their Shares pursuant to the Offer and, if required by applicable Law, vote in favor of the adoption of this AgreementAgreement (such recommendation, the “Company Board Recommendation”). (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents Documents, (ii) conflict with or violate any provision of the organizational documents of any of the Subsidiary Documents or Subsidiaries of the Company, (iiiii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (A) violate any Law, judgment, writ writ, order, ruling, decree or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (Biv) violate, conflict with, or result in any violation or default (with the lapse of time or the giving of notice or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to a loss of any a material benefit under, constitute a default (or an event whichto increased, with notice additional, accelerated or lapse guaranteed rights or entitlements of time, or both, would constitute a default) any Person under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract contract, concession, franchise, license or other agreement, instrument or obligation agreement (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, party or by which they or any of them or their respective properties or assets may be bound or affected are bound, except, in the case of clause (Biii) or (iv), for such violationsmatters as would not reasonably be expected to (A) have a Company Material Adverse Effect (it being agreed that, conflictsfor purposes of this Section 3.3(c), lossesany change, defaultseffect, terminationsevent or occurrence that arises out of, cancellations, accelerations results from or Liens as, is attributable to the matters set forth in clause (vi) of the definition of the term “Company Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect would reasonably be expected to occur) or (B) individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on prevent or materially impede the Companyconsummation by the Company of the Transactions. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement and approve the Merger. The vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries is not necessary to consummate the Offer or any of the other Transactions (including except the Plan) and the TransactionsMerger).

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject only to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company it of the Transactions Transactions, have been duly authorized and approvedapproved by its Board of Directors, and the Agreement (including the Plan) has been duly adopted, by the Board of Directors of the Company. Subject to except for obtaining the Company Shareholder Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights 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”). (b) The Company’s Company Board of Directors, at a meeting duly called and held, has unanimously (i) adopted approved and approved declared advisable this Agreement and the Transactions, including the Merger, and (ii) resolved resolved, subject to Section 5.3 hereof, to recommend that the shareholders stockholders of the Company adopt this Agreement and approve this Agreementthe Transactions. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will (i) conflict with or violate any provision of the Company Charter Documents or the charter, bylaws, memorandum or articles of association or other organizational document of any Subsidiary of the Subsidiary Documents Company, or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (Ax) conflict with or violate any Law, judgment, writ writ, order, decree or injunction of any Governmental Authority Authority, permit or license applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, breach, result in the loss of any benefit undera violation of, or constitute a default (with or an event which, with without notice or lapse of time, or both) a default (or give rise to a right of termination, would constitute a defaultcancellation or acceleration of any obligation or loss of any benefit) under, result in the termination of require a consent or a right of termination or cancellation waiver under, accelerate constitute a change of control under, require the performance required by, payment of a penalty under or result in the creation imposition of any Lien upon any of a lien on the respective properties Company’s assets or a Subsidiary’s assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation Material Contract (each, a “Contract”as defined below) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (Bii), for such violations, conflicts, lossesbreaches, violations, defaults, terminationspayments, cancellationsliens or other events, accelerations or Liens as, individually consents or in waivers the aggregate, could failure of which to obtain would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (d) The affirmative vote (in person or by proxy) of the holders of more than two-thirds a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting Stockholders Meeting, or any adjournment or postponement thereof thereof, in favor of the approval adoption of this Agreement (including the Plan) (the “Company Shareholder Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve adopt this Agreement (including the Plan) and approve the Transactions. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.